EXHIBIT 10.123
LOAN AGREEMENT
February 17, 2000
Xxxx Car Wash-Arizona, Inc. dba Genie Car Wash
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Secretary
Gentlemen:
This Loan Agreement (the "Loan Agreement") will evidence the terms of a real
estate loan by and between XXXX CAR WASH-ARIZONA, INC. dba GENIE CAR WASH
("Borrower"), XXXX SECURITY INTERNATIONAL, INC. ("Guarantor") and BANK ONE,
TEXAS, NATIONAL ASSOCIATION ("Bank"):
1. AMOUNT AND TERMS OF LOAN.
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a. Commitment. Subject to the terms and conditions of, and relying on the
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representations and warranties contained in, the Loan Documents (this
Loan Agreement, the Note [as hereinafter defined], the loan application
and supplemental financial statements and any other instruments,
documents and agreements now or hereafter evidencing, securing,
governing, guaranteeing and/or pertaining to the indebtedness described
in the Note or any part thereof hereinafter collectively referred to as
the "Loan Documents"), Bank will advance at closing the agreed loan
amount of $4,900,000.00.
b. Purpose. The loan funds shall be used for the purpose of refinancing
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existing loans on the land and improvements at 0000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxx, Xxxxx, more fully described as Parcel I in Exhibit "A"
attached hereto and incorporated herein; 0000 Xxxxx Xxxxx Xxxx.,
Xxxxxx, Xxxxx, more fully described as Parcel II in said Exhibit "A";
and 0000 Xxxxxx Xxxx, Xxxxxx, Xxxxx, more fully described as Parcel III
in said Exhibit "A". Borrower shall execute a Note payable to Bank in
the amount of $4,900,000.00 (the "Note") to evidence the total amount
of the funds to be advanced pursuant hereto.
c. Interest Rate and Payments.
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(i) Interest Rate. Interest shall accrue on such portion of the
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$4,900,000.00 which has been advanced to Borrower from the date
advanced until paid at a fluctuating rate per annum which shall
from day to day be equal to the lesser of (a) the Maximum Rate (as
hereinafter defined), or (b) a rate ("Contract Rate"), calculated
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on the basis of the actual days elapsed but computed as if each
year consisted of 360 days, equal to the sum of (i) the Prime Rate
of interest ("Prime Rate") as established from time to time by
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Bank (which may not be the lowest, best or most favorable rate of
interest which Bank may charge on loans to its customers) plus
(ii) one-fourth percent (.25%), each change in the rate to be
charged on this Note to become effective without notice to
Borrower on the effective date of each change in the Maximum Rate
or the Prime Rate, as the case may be; provided, however, that if
at any time the Contract Rate shall exceed the Maximum Rate,
thereby causing the interest on this Note to be limited to the
Maximum Rate, then any subsequent reduction in the Prime Rate
shall not reduce the rate of interest on this Note
below the Maximum Rate until the total amount of interest accrued
on this Note equals the amount of interest which would have
accrued on this Note if the Contract Rate had at all times been in
effect.
The term "Maximum Rate," as used herein, shall mean at the
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particular time in question the maximum rate of interest which,
under applicable law, may then be charged on the Note. If such
maximum rate of interest changes after the date hereof and the
Note provides for a fluctuating rate of interest, the Maximum Rate
shall be automatically increased or decreased, as the case may be,
without notice to Borrower from time to time as of the effective
date of each change in such maximum rate. If applicable law
ceases to provide for such a maximum rate of interest, the Maximum
Rate shall be equal to eighteen percent (18%) per annum.
(ii) Payments. The Note shall be paid as follows:
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Principal and interest shall be amortized on the basis of a
fifteen (15) year term payable in monthly installments of
principal and interest in the amount of Forty-Nine Thousand, Six
Hundred Ninety-Nine and 06/100 ($49,699.06) commencing on March
17, 2000, and continuing on the same day of each month thereafter
through February 17, 2001. Interest shall be adjusted with each
change in the Prime Rate. Each such payment shall be applied first
to accrued but unpaid interest and then to principal. Commencing
on March 17, 2001 and continuing through February 17, 2002, the
amount of such monthly principal and interest payments shall be
determined based upon the Prime Rate in effect on February 17,
2001, and amortized over the remaining portion of the fifteen (15)
year amortization period. Commencing on March 17th of each year
beginning in 2002, the monthly principal and interest installments
thereafter due and payable shall be adjusted annually based on the
remaining portion of the fifteen (15) year amortization period and
the Prime Rate in effect on the 17th day of February of that year.
In the event the Prime Rate shall increase to a rate such that the
monthly payment of principal and interest then payable shall not
be sufficient to equal the total unpaid interest accrued to such
payment date, then Borrower shall pay monthly an amount equal to
the interest due on such payment date.
The outstanding principal balance of the Note, together with all
accrued but unpaid interest, shall be due and payable on February
17, 2003.
(iii) Prepayment. Borrower may from time to time prepay all or any
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portion of the principal of the Note for which right Borrower
shall also pay a penalty equal to a percentage of the prepayment
amount. Prior to the first anniversary date of the Note, the
penalty shall be three percent (3%). After the first anniversary
date of the Note and after each successive anniversary date
thereafter, the penalty previously in effect shall reduce by one
percent (1%). Partial prepayments shall be applied to
installments of principal in the inverse order of maturity and
will not reduce the amount or time of payment of the remaining
installments.
(iv) Application of Payments. Unless otherwise agreed to in writing,
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or otherwise required by applicable law, payments will be applied
first to unpaid accrued interest, then to principal, and any
remaining amount to any unpaid collection costs, late charges and
other charges; provided, however, upon delinquency or other
default, Bank reserves the right to apply payments among
principal, interest, late charges, collection costs and other
charges, at its discretion.
2. COLLATERAL. As collateral and security for the indebtedness evidenced by
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the Note, Borrower shall grant and hereby grants to Bank, its successors and
assigns, a first and prior deed of trust lien and security interest in and
to the properties described in Exhibit "A", Exhibit "B" and Exhibit "C"
attached hereto and incorporated herein (the "Property").
3. CROSS COLLATERALIZATION AND CROSS DEFAULT. The loan documents evidencing
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the loan hereby created shall contain cross default and cross
collateralization provisions for any and all other loans by and between
Borrower, Guarantor and Bank.
4. GUARANTOR. As a condition precedent to the Bank's obligation to make the
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contemplated loan to Borrower, Borrower agrees to cause XXXX SECURITY
INTERNATIONAL, INC. ("Guarantor") to execute and deliver to Bank
contemporaneously herewith its guaranty agreement executed by such Guarantor
in form and substance satisfactory to Bank.
5. REPRESENTATIONS AND WARRANTIES. Borrower and Guarantor hereby represent and
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warrant to Bank as follows:
a. Existence. Borrower is a corporation duly organized, validly existing
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and in good standing under the laws of the State of Arizona and all
other states where it is doing business and has all requisite power and
authority to execute and deliver the Loan Documents.
b. Binding Obligations. The execution, delivery and performance of this
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Loan Agreement and all of the other Loan Documents by Borrower have
been duly authorized by all necessary action by Borrower, and
constitute legal, valid and binding obligations of Borrower,
enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors' rights and except
to the extent specific remedies may generally be limited by equitable
principles.
c. No Consent. The execution, delivery and performance of this Loan
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Agreement and the other Loan Documents, and the consummation of the
transactions contemplated hereby and thereby, do not (i) conflict with,
result in a violation of, or constitute a default under (A) any
provision of its Articles of Incorporation or Bylaws, or any agreement
or other instrument binding upon Borrower, or (B) any law, governmental
regulation, court decree or order applicable to Borrower, or (ii)
require the consent, approval or authorization of any third party.
d. Financial Condition. Each financial statement of Borrower and
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Guarantor supplied to Bank truly discloses and fairly presents
Borrower's and Guarantor's financial condition as of the date of each
such statement. There has been no material adverse change in such
financial condition or results of operations of Borrower or Guarantor
subsequent to the date of the most recent financial statement supplied
to Bank.
e. Litigation. There are no actions, suits or proceedings, pending or, to
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the knowledge of Borrower or Guarantor, threatened against or affecting
Borrower or Guarantor or the properties of Borrower or Guarantor,
before any court or governmental department, commission or board,
which, if determined adversely to Borrower or Guarantor, would have a
material adverse effect on the financial condition, properties or
operations of Borrower or Guarantor.
f. Taxes; Governmental Charges. Borrower and Guarantor have filed all
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federal, state and local tax reports and returns required by any law or
regulation to be filed and have either duly paid all taxes, duties and
charges indicated due on the basis of such returns and reports, or made
adequate provision for the payment thereof, and the assessment of any
material amount of additional taxes in excess of those paid and
reported is not reasonably expected.
g. Investments and Guaranties. Neither Borrower nor Guarantor have made
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investments in, advances to or guaranties of the obligation of any
other person or entity, except as disclosed in the financial statements
of Borrower and Guarantor.
6. CONDITIONS PRECEDENT TO ADVANCES. Bank's obligation to make any advance
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under this Loan Agreement and other Loan Documents shall be subject to the
conditions precedent that, as of the date of such advance and after giving
effect thereto (i) all representations and warranties made to Bank in this
Loan Agreement and the other Loan Documents shall be true and correct as of
and if made on such date, (ii) no material adverse change in the financial
condition of Borrower since the effective date of the most recent financial
statements furnished to bank by Borrower shall have occurred and be
continuing, (iii) no event has occurred and is continuing, or would result
from the requested advance, which with notice or lapse of time, or both,
would constitute an Event of Default (as hereinafter defined), and (iv) Bank
has received of all Loan Documents appropriately executed by Borrower and
all other proper parties.
7. AFFIRMATIVE COVENANTS. Until (i) the Note and all other obligations and
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liabilities of Borrower and Guarantor under this Loan Agreement and the
other Loan Documents are fully paid and satisfied, and (ii) the Bank has no
further commitment to lend hereunder, Borrower and Guarantor agree and
covenant that they will, unless Bank shall otherwise consent in writing:
a. Accounts and Records. Maintain all books and records in accordance
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with generally accepted accounting principles.
b. Right of Inspection. Permit Bank to visit properties and installations
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of Borrower and Guarantor and to examine, audit and make and take away
copies or reproductions of Borrower's and Guarantor's books and
records, at all reasonable times.
c. Right to Additional Information. Furnish Bank with such additional
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information and statements, lists of assets and liabilities, tax
returns and other reports with respect to the condition and business
operations of Borrower and Guarantor as Bank may request from time to
time.
d. Compliance with Laws. Conduct Borrower's and Guarantor's business in
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an orderly and efficient manner consistent with good business
practices, and perform and comply with all statutes, rules, regulations
and/or ordinances imposed by any governmental unit upon Borrower's and
Guarantor's business operations and properties (including without
limitation, all applicable environmental statutes, rules, regulations
and ordinances).
e. Taxes. Pay and discharge when due all of their indebtedness and
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obligations, including without limitation, all assessments, taxes,
governmental charges, levies and liens, of every kind and nature,
imposed upon Borrower and Guarantor or their properties, income, or
profits, prior to the date on which penalties would attach, and all
lawful claims that, if unpaid, might become a lien or charge upon any
of Borrower's or Guarantor's properties, income, or profits; provided,
however, neither Borrower nor Guarantor will be required to pay and
discharge any such assessment, tax, charge, xxxx, xxxx or claim so long
as (i) the legality of the same shall be contested in good faith by
appropriate judicial, administrative or other legal proceedings, and
(ii) Borrower and Guarantor shall have established on their books
adequate reserves with respect to such contested assessment, tax,
charge, xxxx, xxxx or claim in accordance with generally accepted
accounting principles, consistently applied.
f. Insurance. Maintain insurance, including but not limited to, fire
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insurance, comprehensive property damage, public liability, worker's
compensation, business interruption and other insurance deemed
necessary or otherwise required by Bank.
g. Notice of Indebtedness. Promptly inform Bank of the creation,
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incurrence or assumption by Borrower or Guarantor of any actual or
contingent liabilities not permitted under this Loan Agreement.
h. Notice of Litigation. Promptly after the commencement thereof, notify
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Bank of all actions, suits and proceedings before any court or any
governmental department, commission or board affecting Borrower or
Guarantor or any of their properties.
i. Notice of Material Adverse Change. Promptly inform Bank of (i) any and
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all material adverse changes in Borrower's or Guarantor's financial
condition, and (ii) all claims made against Borrower or Guarantor which
could materially affect the financial condition of Borrower or
Guarantor.
j. Additional Documentation. Execute and deliver, or cause to be executed
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and delivered, any and all other agreements, instruments or documents
which Bank may reasonably request in order to give effect to the
transactions contemplated under this Loan Agreement and the other Loan
Documents.
k. Reporting Requirements.
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Borrower. Borrower will deliver to Bank within forty-five (45) days
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after the end of each fiscal quarter of Borrower a financial statement
or balance sheet and income statement of Borrower as of the end of such
period. Such financial statements, balance sheets and income
statements shall be in form, scope and detail satisfactory to Bank and
shall be prepared by Borrower or representative of Borrower acceptable
to Bank. Borrower will deliver to Bank, within one hundred twenty
(120) days after the close of the fiscal year a financial statement or
balance sheet and income statement of such Borrower as of the end of
such fiscal year. Such financial statements, balance sheets and income
statements shall be in form, scope and detail satisfactory to Bank.
If, and as often as, reasonably requested by Bank, Borrower will make
further reports of operations in such form as Bank prescribes, setting
out full data requested by Bank.
Borrower further covenants and agrees with Bank that, while this Loan
Agreement is in effect, within forty-five (45) days after the end of
each fiscal quarter of Borrower, and within one hundred twenty (120)
days after the end of each fiscal year of Borrower, Borrower shall
furnish to Bank a certificate executed by Borrower's chief financial
officer, or other officer or person acceptable to Bank, (a) certifying
that the representations and warranties set forth in this Loan
Agreement are true and correct as of the date of the certificate and
that, as of the date of the certificate, no Event of Default exists
under this Loan Agreement, and (b) based upon Borrower's audited
financial statements for the ended fiscal year, demonstrating
compliance with all financial covenants applicable to Borrower as set
forth in this Loan Agreement.
Guarantor. Guarantor will deliver to Bank, within one hundred twenty
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(120) days after the close of the fiscal year of such Guarantor a
financial statement or balance sheet and income statement of Guarantor
as of the end of such period. Such financial statements, balance
sheets and income statements will include all subsidiaries and shall be
in form, scope and detail satisfactory to Bank and shall be audited by
a certified public accountant acceptable to Bank acceptable to Bank.
If, and as often as, reasonably requested by Bank, said Guarantor will
make further reports of operations in such form as Bank prescribes,
setting out full data requested by Bank.
Guarantor further covenants and agrees with Bank that, while this Loan
Agreement.
l. Continuity of Operations. Maintain continuity of operations as
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represented to Bank.
m. Debt Service Coverage Ratio.
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Borrower. Borrower covenants and agrees with Bank that, while this
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Loan Agreement is in effect, Borrower will comply with the following:
Maintain, as of the end of each fiscal quarter, a ratio of (a) net
income, plus amortization, depreciation, and interest expense, plus
lease expense, for the preceding full twelve month period, to (b)
current maturities of long term debt, plus current maturities of long
term leases, plus operating lease expense, for the same such twelve
month period, of not less than 1.2 to 1.0. All computations made to
determine compliance with the requirements contained in this paragraph
shall be made in accordance with generally accepted accounting
principles, applied on a consistent basis.
Borrower further covenants and agrees with Bank that, while this Loan
Agreement is in effect, Borrower will comply with the following:
Maintain, as of the end of each fiscal quarter, a ratio of (a) net
income, plus amortization, depreciation, and interest expense, plus
lease expense, minus Distributions, for the preceding full twelve month
period, to (b) current maturities of long term debt, plus current
maturities of long term leases, plus operating lease expense, for the
same such twelve month period, of not less than 1 to 1. As used in
this covenant, the term "Distributions" shall mean all dividends and
other distributions made by Borrower to its parent, Xxxx Security
International, Inc. Except as provided above, all computations made to
determine compliance with the requirements contained in this paragraph
shall be made in accordance with generally accepted accounting
principles, applied on a consistent basis.
Guarantor. Guarantor covenants and agrees with Bank that, while this
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Loan Agreement is in effect Guarantor will comply with the following:
Maintain, as of the end of each fiscal quarter, a ratio of (a) net
income, plus amortization, depreciation, and interest expense, plus
income taxes, for the preceding full twelve month period, to (b)
current maturities of long term debt, plus current maturities of long
term leases, plus interest expense, for the same such twelve month
period, of not less than 1.5 to 1.0. All computations made to determine
compliance with the requirements contained in this paragraph shall be
made in accordance with generally accepted accounting principles,
applied on a consistent basis.
n. Debt to Tangible Net Worth Ratio.
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Borrower. Borrower covenants and agrees with Bank that, while this
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Loan Agreement is in effect, Borrower will comply with the following:
Maintain as of the end of each fiscal quarter, a ratio of (a) total
liabilities, to (b) Tangible Net Worth, of less than 2.5 to 1.0. As
used in this covenant, the term "Tangible Net Worth" shall mean
Borrower's total assets excluding all intangible assets (including,
without limitation, goodwill, trademarks, patents, copyrights,
organization expenses, and similar intangible items) less total
liabilities excluding Subordinated Debt. As used in this covenant,
the term "Subordinated Debt" shall mean all indebtedness owing by
Borrower which has been subordinated by written agreement to all
indebtedness now or hereafter owing by Borrower to Bank, such agreement
to be in form and substance acceptable to Bank. Except as provided
above, all computations made to determine compliance with the
requirements contained in this paragraph shall be made in accordance
with generally accepted accounting principles, applied on a consistent
basis, and certified by Borrower as being true and correct.
Guarantor. Guarantor covenants and agrees with Bank that, while this
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Loan Agreement is in effect, Guarantor will comply with the following:
Guarantor will
maintain as of the end of each fiscal quarter, a ratio of (a) total
liabilities, to (b) Tangible Net Worth, of less than 2 to 1. As used in
thus covenant, the term "Tangible Net Worth" shall mean Guarantor's
total assets excluding all intangible assets (including, without
limitation, goodwill, trademarks, patents, copyrights, organization
expenses, and similar intangible items) less total liabilities
excluding Subordinated Debt. As used in this covenant, the term
"Subordinated Debt" shall mean all indebtedness owing by Guarantor
which has been subordinated by written agreement to all indebtedness
now or hereafter owing by Guarantor to Bank, including but not limited
to Guarantor's guarantee of indebtedness of Borrower to Bank, such
agreement to be in form and substance acceptable to Bank. Except as
provided above, all computations made to determine compliance with the
requirements contained in this paragraph shall be made in accordance
with generally accepted accounting principles, applied on a consistent
basis.
8. NEGATIVE COVENANTS. Until (i) the Note and all obligations and liability
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under this Loan Agreement are fully paid and satisfied, and (ii) the Bank
has no further commitment to lend hereunder, neither Borrower nor Guarantor
will, without the prior written consent of Bank:
a. Liens. Create, incur, assume or suffer to exist any lien on the
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collateral securing the payment of the subject loan.
b. Use of Loan Proceeds. Use the loan proceeds for any purpose other than
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that stated in Paragraph 1b of this Loan Agreement. Borrower
represents and warrants that no portion of any advance or loan made
hereunder shall be used directly or indirectly to purchase ineligible
securities, as defined by applicable regulations of the Federal Reserve
Board, underwritten by any affiliate of Banc One Corporation during the
underwriting period and for 30 days thereafter.
c. Nature of Business. Make any material change in the nature of
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Borrower's or Guarantor's business as carried on as of the date hereof.
d. Transfer of Assets. Permit the sale, pledge or other transfer of any
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of Borrower's or Guarantor's assets or the real estate security for
this loan.
e. Transfer of Ownership. Permit the sale, pledge or other transfer of
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any of the ownership interest in Borrower or the real estate security
for this loan.
f. Change in Management. Permit a change in the management of Borrower or
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Guarantor, however, such consent shall not be unreasonably withheld,
provided that Borrower's or Guarantor's new management is as qualified
as existing management.
g. Affiliate Transactions. Guarantor will not engage in any transaction
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with an affiliate of Guarantor, other than wholly owned subsidiaries,
unless such transaction is made on terms no less favorable than those
available with similarly qualified third parties.
9. APPRAISALS. Borrower covenants and agrees with Bank that while this Loan
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Agreement is in effect, Borrower will reimburse Bank for any and all costs
incurred by Bank if, from time to time while any indebtedness remains
unpaid, Bank, in its sole discretion, obtains an appraisal of all or any
part of the collateral which is real property. At the request of Borrower,
Bank will furnish Borrower with a copy of any such appraisal.
10. EVENTS OF DEFAULT. Each of the following shall constitute an "Event of
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Default" under this Loan Agreement:
a. The failure of Borrower to pay when due any part of the principal of,
or interest on, the Note or any other indebtedness or obligations owing
to Bank by Borrower from time to time and the continuation of such
failure for a period of ten (10) days from the due date.
b. The failure of Borrower or Guarantor to timely and properly observe,
keep or perform any representation, covenant, agreement, warranty or
condition required herein or in any of the other Loan Documents.
c. The failure of Borrower or Guarantor to timely and properly provide the
financial reportings required in Paragraph 7k and the continuation of
such failure for a period of thirty (30) days.
d. The occurrence of an event of default under any of the other Loan
Documents or under any other agreement now existing or hereafter
arising between Bank and Borrower and Guarantor.
e. Any representation contained herein or in any of the other Loan
Documents made by Borrower or any Obligated party is false or
misleading in any material respect.
f. If Borrower or any Obligated party: (i) becomes insolvent, or makes a
transfer in fraud of creditors, or makes an assignment for the benefit
of creditors, or admits in writing its inability to pay its debts as
they become due; (ii) generally is not paying its debts as such debts
become due; (iii) has a receiver, trustee or custodian appointed for,
or take possession of, all or substantially all of the assets of such
party, either in a proceeding brought by such party or in a proceeding
brought against such party and such appointment is not discharged or
such possession is not terminated within sixty (60) days after the
effective date thereof or such party consents to or acquiesces in such
appointment or possession; (iv) files a petition for relief under the
United States Bankruptcy Code or any other present or future federal or
state insolvency, bankruptcy or similar laws (all of the foregoing
hereinafter collectively called "Applicable Bankruptcy Law') or an
involuntary petition for relief is filed against such a party under any
Applicable Bankruptcy Law and such involuntary petition is not
dismissed within sixty (60) days after the filing thereof, or an order
for relief naming such party is entered under any Applicable Bankruptcy
Law, or any composition, rearrangement, extension, reorganization or
other relief of debtors now or hereafter existing is requested or
consented to by such party; (v) fails to have discharged within a
period of thirty (30) days any attachment , sequestration or similar
writ levied upon any property of such party; or (vi) fails to pay
within thirty (30) days any final money judgment against such party.
Nothing contained in this Loan Agreement shall be construed to limit the
events of default enumerated in any of the other Loan Documents and all such
events of default shall be cumulative. The term "Obligated Party", as used
herein, shall mean any party other than Borrower who secures, guarantees
and/or is otherwise obligated to pay all or any portion of the indebtedness
evidenced by the Note.
11. LATE CHARGES. If a payment is ten (10) or more days late, Borrower will pay
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a delinquency charge in an amount equal to the greater of (i) $25.00, or
(ii) 5.0% of the amount of the delinquent payment up to the maximum amount
of $1,500.00 per late charge. Upon default, including failure to pay upon
final maturity, Bank, at its option, may also, if permitted under applicable
law, do one or both of the following: (a) increase the applicable interest
rate on the Note three (3.00) percentage points, and (b) add any unpaid
accrued interest to principal and such sum will bear interest therefrom
until paid at the rate provided in the Note (including any increased rate).
The interest rate will not exceed the maximum rate permitted by applicable
law.
12. REMEDIES. Upon the occurrence of any one or more of the foregoing Events of
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Default, the entire unpaid balance of principal of the Note, together with
all accrued but unpaid interest thereon, and all other indebtedness owing to
Bank by Borrower or Guarantor at such time shall,
at the option of Bank, become immediately due and payable without further
notice, demand, presentation, notice of dishonor, notice of intent to
accelerate, notice of acceleration, protest or notice of protest of any
kind, all of which are expressly waived by Borrower; and the Note and all
other indebtedness owing to Bank by Borrower or Guarantor at such time
shall, without any action by Bank, become due and payable, without further
notice, demand, presentation, notice of dishonor, notice of acceleration,
notice of intent to accelerate, protest or notice of protest of any kind,
all of which are expressly waived by Borrower and Guarantor. All rights and
remedies of Bank set forth in this Loan Agreement and in any of the other
Loan Documents may also be exercised by Bank, at its option to be exercised
in its sole discretion, upon the occurrence of an Event of Default.
13. RIGHTS CUMULATIVE. All rights of Bank under the terms of this Loan
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Agreement shall be cumulative of, and in addition to, the rights of Bank
under any and all other agreements between Borrower, Guarantor and Bank
(including, but not limited to, the other Loan Documents), and not in
substitution or diminution of any rights now or hereafter held by Bank under
the terms of any other agreement.
14. WAIVER AND AGREEMENT. Neither the failure nor any delay on the part of Bank
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to exercise any right, power or privilege herein or under any of the other
Loan Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. No waiver of any provision in this Loan Agreement or in any of
the other Loan Documents and no departure by Borrower or Guarantor therefrom
shall be effective unless the same shall be in writing and signed by Bank,
and then shall be effective only in the specific instance and for the
purpose for which given and to the extent specified in such writing. No
Modification or amendment to this Loan Agreement or to any of the other Loan
Documents shall be valid or effective unless the same is signed by the party
against whom it is sought to be enforced.
15. BENEFITS. This Loan Agreement shall be binding upon and inure to the
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benefit of Bank and Borrower and Guarantor, and their respective successors
and assigns, provided, however, that Borrower may not, without the prior
written consent of Bank, assign any rights, powers, duties or obligations
under this Loan Agreement or any of the other Loan Documents.
16. NOTICES. All notices, requests, demands or other communications required or
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permitted to be given pursuant to this Agreement shall be in writing and
given by (i) personal delivery, (ii) expedited delivery service with proof
of delivery, or (iii) United States mail, postage prepaid, registered or
certified mail, return receipt requested, sent to the intended addressee at
the address set forth on the signature page hereof and shall be deemed to
have been received either, in the case of personal delivery, as of the time
of personal delivery, in the case of expedited delivery service, as of the
date of first attempted delivery at the address and in the manner provided
herein, or in the case of mail, upon deposit in a depository receptacle
under the care and custody of the United States Postal Service. Either
party shall have the right to change its address for notice hereunder to any
other location within the continental United States by notice to the other
party of such new address at least thirty (30) days prior to the effective
date of such new address.
17. CONSTRUCTION. This Loan Agreement and the other Loan Documents have been
------------
executed and delivered in the State of Texas, shall be governed by and
construed in accordance with the laws of the State of Texas, and shall be
performable by the parties hereto in the county in Texas where the Bank's
address set forth on the signature page hereof is located.
18. EXPENSES. Borrower shall pay all costs and expenses (including, without
--------
limitation, reasonable attorneys' fees) in connection with (i) any action
required in the course of administration of the indebtedness and obligations
evidenced by the Loan Documents, and (ii) any action in the enforcement of
Bank's rights upon the occurrence of Event of Default.
19. ENTIRE AGREEMENT. This Loan Agreement (together with the other Loan
----------------
Documents) contains the entire agreement among the parties regarding the
subject matter hereof and supersedes all prior written and oral agreements
and understandings among the parties hereto regarding same.
20. ARBITRATION. Bank, Borrower and Guarantor agree that upon the written
------------
demand of either party, whether made before or after the institution of any
legal proceedings, but prior to the rendering of any judgment in that
proceeding, all disputes, claims and controversies between them, whether
individual, joint, or class in nature, arising from the Note, any related
document or otherwise, including without limitation, contract disputes and
tort claims, shall be resolved by binding arbitration pursuant to the
Commercial Rules of the American Arbitration Association ("AAA"). Any
arbitration proceeding held pursuant to this arbitration provision shall be
conducted in the city nearest the Borrower's address having an AAA regional
office, or at any other place selected by mutual agreement of the parties.
No act to take or dispose of any collateral shall constitute a waiver of
this arbitration agreement or be prohibited by this arbitration agreement.
This arbitration provision shall not limit the right of either party during
any dispute, claim or controversy to seek, use and employ ancillary, or
preliminary rights and/or remedies, judicial or otherwise, for the purposes
of realizing upon, preserving, protecting, foreclosing upon or proceeding
under forcible entry and detainer for possession of, any real or personal
property, and any such action shall not be deemed an election of remedies.
Such remedies include, without limitation, obtaining injunctive relief or a
temporary restraining order, invoking a power of sale under any deed of
trust or mortgage, obtaining a writ of attachment or imposition of a
receivership, or exercising any rights relating to personal property,
including exercising the right of set-off, or taking or disposing of such
property with or without judicial process pursuant to the Uniform Commercial
Code. Any disputes, claims or controversies concerning the lawfulness or
reasonableness of an act, or exercise of any right or remedy concerning any
collateral, including any claim to rescind, reform, or otherwise modify any
agreement relating to the collateral, shall also be arbitrated; provided,
however that no arbitrator shall have the right or the power to enjoin or
restrain any act of either party. Judgment upon any award rendered by any
arbitrator may be entered in any court having jurisdiction. The statute of
limitations, estoppel, waiver, laches and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable
in any arbitration proceeding, and the commencement of an arbitration
proceeding shall be deemed the commencement of any action for these
purposes. The Federal Arbitration Act (Title 9 of the United States Code)
shall apply to the construction, interpretation, and enforcement of this
arbitration provision.
21. JURY WAIVER. THE UNDERSIGNED HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
------------
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG
THE UNDERSIGNED ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY
OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN THE UNDERSIGNED. THIS
PROVISION IS A MATERIAL INDUCEMENT TO BANK TO PROVIDE THE FINANCING
DESCRIBED HEREIN OR IN THE OTHER RELATED DOCUMENTS.
If the foregoing correctly sets forth our mutual agreement, please so
acknowledge by signing and returning this Loan Agreement to the undersigned.
Yours very truly,
BANK ONE, TEXAS, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
Vice President
Bank's Address:
0000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx
ACCEPTED as of the date first
written above.
BORROWER:
XXXX CAR WASH-ARIZONA, INC. dba GENIE CAR WASH
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, Secretary
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
GUARANTOR:
XXXX SECURITY INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxx, Treasurer
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
PROMISSORY NOTE
$4,900,000.00 February 17, 2000
FOR VALUE RECEIVED, on or before February 17, 2003 ("Maturity Date"), the
-------------
undersigned and if more than one, each of them, jointly and severally
(hereinafter referred to as "Borrower"), promises to pay to the order of BANK
--------
ONE, TEXAS, NATIONAL ASSOCIATION ("Bank") at its offices in Tarrant County,
----
Texas at 0000 X. Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000, the principal
amount of FOUR MILLION, NINE HUNDRED XXXXXXX AND NO/100 DOLLARS ($4,900,000.00)
("Total Principal Amount"), or such amount less than the Total Principal Amount
----------------------
which has been advanced to Borrower if the total amount advanced under this
Promissory Note ("Note") is less than the Total Principal Amount, together with
----
interest on such portion of the Total Principal Amount which has been advanced
to Borrower from the date advanced until paid at a fluctuating rate per annum
which shall from day to day be equal to the lesser of (a) the Maximum Rate (as
hereinafter defined), or (b) a rate ("Contract Rate"), calculated on the basis
-------------
of the actual days elapsed but computed as if each year consisted of 360days,
equal to the sum of (i) the Prime Rate of interest ("Prime Rate") as established
----------
from time to time by Bank (which may not be the lowest, best or most favorable
rate of interest which Bank may charge on loans to its customers) plus (ii) one-
fourth percent (.25%), each change in the rate to be charged on this Note to
become effective without notice to Borrower on the effective date of each change
in the Maximum Rate or the Prime Rate, as the case may be; provided, however,
that if at any time the Contract Rate shall exceed the Maximum Rate, thereby
causing the interest on this Note to be limited to the Maximum Rate, then any
subsequent reduction in the Prime Rate shall not reduce the rate of interest on
this Note below the Maximum Rate until the total amount of interest accrued on
this Note equals the amount of interest which would have accrued on this Note if
the Contract Rate had at all times been in effect.
The term "Maximum Rate," as used herein, shall mean at the particular time
------------
in question the maximum rate of interest which, under applicable law, may then
be charged on this Note. If such maximum rate of interest changes after the
date hereof and this Note provides for a fluctuating rate of interest, the
Maximum Rate shall be automatically increased or decreased, as the case may be,
without notice to Borrower from time to time as of the effective date of each
change in such maximum rate. If applicable law ceases to provide for such a
maximum rate of interest, the Maximum Rate shall be equal to eighteen percent
(18%) per annum.
Interest on this Note is computed 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.
The principal of and all accrued but unpaid interest on this Note shall be
due and payable as follows:
(x) Principal and interest shall be amortized on the basis of a fifteen
(15) year term payable in monthly installments of principal and interest in the
amount of Forty-Nine Thousand, Six Hundred Ninety-Nine and 06/100 Dollars
($49,699.06) commencing on March 17, 2000, and continuing on the same day of
each month thereafter through February 17, 2001. Interest shall be adjusted
with each change in the Prime Rate. Each such payment shall be applied first to
accrued but unpaid interest and then to principal. Commencing on March 17, 2001
and continuing through February 17, 2002, the amount of such monthly principal
and interest payments shall be determined based upon the Prime Rate in effect on
February 17, 2001, and amortized over the remaining portion of the fifteen (15)
year amortization period. Commencing on March 17th of each year beginning in
2002, the monthly principal and interest installments thereafter due and payable
shall be adjusted annually based on the remaining portion of the fifteen (15)
year amortization period and the Prime Rate in effect on the 17th day of
February of that year. In the event the Prime Rate shall increase to a rate
such that the monthly payment of principal and interest then payable shall not
be sufficient to equal the total unpaid interest accrued to such payment date,
then Borrower shall pay monthly an amount equal to the interest due on
such payment date.
(x) the outstanding principal balance of this Note, together with all
accrued but unpaid interest, shall be due and payable on the Maturity Date.
If a payment is ten (10) or more days late, Borrower will pay a delinquency
charge in an amount equal to the greater of (i) $25.00, or (ii) 5.0% of the
amount of the delinquent payment up to the maximum amount of $1,500.00 per late
charge. Upon default, including failure to pay upon final maturity, Bank, at
its option, may also, if permitted under applicable law, do one or both of the
following: (a) increase the applicable interest rate on this Note three (3.00)
percentage points, and (b) add any unpaid accrued interest to principal and such
sum will bear interest therefrom until paid at the rate provided in this Note
(including any increased rate). The interest rate will not exceed the maximum
rate permitted by applicable law.
Borrower may from time to time prepay all or any portion of the principal of
this Note for which right Borrower shall also pay a penalty equal to a
percentage of the prepayment amount. Prior to the first anniversary date of the
Note, the penalty shall be three percent (3%). After the first anniversary date
of the Note and after each successive anniversary date thereafter, the penalty
previously in effect shall reduce by one percent (1%). Partial prepayments
shall be applied to installments of principal in the inverse order of maturity
and will not reduce the amount or time of payment of the remaining installments.
Unless otherwise agreed to in writing, or otherwise required by applicable law,
payments will be applied first to unpaid accrued interest, then to principal,
and any remaining amount to any unpaid collection costs, late charges and other
charges; provided, however, upon delinquency or other default, Bank reserves the
right to apply payments among principal, interest, late charges, collection
costs and other charges, at its discretion. All prepayments shall be applied
to the indebtedness owing hereunder in such order and manner as Bank may from
time to time determine in its sole discretion. All payments and prepayments of
principal of or interest on this Note shall be made in lawful money of the
United States of America in immediately available funds, at the address of Bank
indicated above, or such other place as the holder of this Note shall designate
in writing to Borrower. If any payment of principal of or interest on this Note
shall become due on a day which is not a Business Day (as hereinafter defined),
such payment shall be made on the next succeeding Business Day and any such
extension of time shall be included in computing interest in connection with
such payment. As used herein, the term "Business Day" shall mean any day other
------------
than a Saturday, Sunday or any other day on which national banking associations
are authorized to be closed. The books and records of Bank shall be prima facie
----- -----
evidence of all outstanding principal of and accrued and unpaid interest on this
Note.
This Note has been executed and delivered pursuant to that certain Loan
Agreement of even date herewith by and between Borrower and Bank ("Loan
----
Agreement"), and] is secured by, inter alia, the following:
--------- ----- ----
A Deed of Trust, Security Agreement and Assignment of Rents and Leases of
even date herewith from Borrower in favor of Xxxxxxx X. Xxxxxxxxx, Trustee
for the benefit of the Bank, covering certain real property situated in
Xxxxxx County, Texas, as more particularly described therein.
This Note, the Loan Agreement and all other documents evidencing, securing,
governing, guaranteeing and/or pertaining to this Note, including but not
limited to those documents described above, are hereinafter collectively
referred to as the "Loan Documents." The holder of this Note is entitled to the
--------------
benefits and security provided in the Loan Documents.
Borrower agrees that no advances under this Note shall be used for personal,
family or household purposes, and that all advances hereunder shall be used
solely for business, commercial, investment, or other similar purposes.
Borrower agrees that upon the occurrence of any one or more of the following
events of default ("Event of Default"):
----------------
(a) failure of Borrower to pay any installment of principal of or interest
on this Note or on any other indebtedness of Borrower to Bank when due; or
(b) the occurrence of any event of default specified in any of the other
Loan Documents; or
(c) the bankruptcy or insolvency of, the assignment for the benefit of
creditors by, or the appointment of a receiver for any of the property of,
or the liquidation, termination, dissolution or death or legal incapacity
of, any party liable for the payment of this Note, whether as maker,
endorser, guarantor, surety or otherwise;
the holder of this Note may, at its option, without further notice or demand,
(i) declare the outstanding principal balance of and accrued but unpaid interest
on this Note at once due and payable, (ii) refuse to advance any additional
amounts under this Note, (iii) foreclose all liens securing payment hereof, (iv)
pursue any and all other rights, remedies and recourses available to the holder
hereof, including but not limited to any such rights, remedies or recourses
under the Loan Documents, at law or in equity, or (v) pursue any combination of
the foregoing.
The failure to exercise the option to accelerate the maturity of this Note
or any other right, remedy or recourse available to the holder hereof upon the
occurrence of an Event of Default hereunder shall not constitute a waiver of the
right of the holder of this Note to exercise the same at that time or at any
subsequent time with respect to such Event of Default or any other Event of
Default. The rights, remedies and recourses of the holder hereof, as provided
in this Note and in any of the other Loan Documents, shall be cumulative and
concurrent and may be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole discretion of the holder hereof.
The acceptance by the holder hereof of any payment under this Note which is less
than the payment in full of all amounts due and payable at the time of such
payment shall not (i) constitute a waiver of or impair, reduce, release or
extinguish any right, remedy or recourse of the holder hereof, or nullify any
prior exercise of any such right, remedy or recourse, or (ii) impair, reduce,
release or extinguish the obligations of any party liable under any of the Loan
Documents as originally provided herein or therein.
This Note and all of the other Loan Documents are intended to be performed
in accordance with, and only to the extent permitted by, all applicable usury
laws. If any provision hereof or of any of the other Loan Documents or the
application thereof to any person or circumstance shall, for any reason and to
any extent, be invalid or unenforceable, neither the application of such
provision to any other person or circumstance nor the remainder of the
instrument in which such provision is contained shall be affected thereby and
shall be enforced to the greatest extent permitted by law. It is expressly
stipulated and agreed to be the intent of the holder hereof to at all times
comply with the usury and other applicable laws now or hereafter governing the
interest payable on the indebtedness evidenced by this Note. If the applicable
law is ever revised, repealed or judicially interpreted so as to render usurious
any amount called for under this Note or under any of the other Loan Documents,
or contracted for, charged, taken, reserved or received with respect to the
indebtedness evidenced by this Note, or if Bank's exercise of the option to
accelerate the maturity of this Note, or if any prepayment by Borrower results
in Borrower having paid any interest in excess of that permitted by law, then it
is the express intent of Borrower and Bank that all excess amounts theretofore
collected by Bank be credited on the principal balance of this Note (or, if this
Note and all other indebtedness arising under or pursuant to the other Loan
Documents have been paid in full, refunded to Borrower), and the provisions of
this Note and the other Loan Documents immediately be deemed reformed and the
amounts thereafter collectable hereunder and thereunder reduced, without the
necessity of the execution of any new document, so as to comply with the then
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for hereunder or thereunder. All sums paid, or agreed to be paid, by
Borrower for the use, forbearance, detention, taking, charging, receiving or
reserving of the indebtedness of Borrower to Bank under this Note or arising
under or pursuant to the other Loan Documents shall, to the maximum extent
permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of such indebtedness until payment
in full so that the rate or amount of interest on account of such indebtedness
does not exceed the usury ceiling from time to time in effect and applicable to
such indebtedness for so long as such indebtedness is outstanding. To the extent
federal law permits Bank to contract for, charge or receive a greater amount of
interest, Bank will rely on federal law instead of the Texas Finance Code, as
supplemented by Texas Credit Title, for the purpose of determining the Maximum
Rate. Additionally, to the maximum extent permitted by applicable law now or
hereafter in effect, Bank may, at its option and from time to time, implement
any other method of computing the Maximum Rate under the Texas Finance Code, as
supplemented by Texas Credit Title, or under other applicable law, by giving
notice, if required, to Borrower as provided by applicable law now or hereafter
in effect. Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Bank to accelerate the
maturity of any interest that has not accrued at the time of such acceleration
or to collect unearned interest at the time of such acceleration.
In no event shall Chapter 346 of the Texas Finance Code (which regulates
certain revolving loan accounts and revolving tri-party accounts) apply to this
Note. To the extent that Chapter 303 of the Texas Finance Code, is applicable
to this Note, the "weekly ceiling" specified in such Chapter 303 is the
applicable ceiling; provided that, if any applicable law permits greater
interest, the law permitting the greatest interest shall apply.
If this Note is placed in the hands of an attorney for collection, or is
collected in whole or in part by suit or through probate, bankruptcy or other
legal proceedings of any kind, Borrower agrees to pay, in addition to all other
sums payable hereunder, all costs and expenses of collection, including but not
limited to reasonable attorneys' fees.
Borrower and any and all endorsers and guarantors of this Note severally
waive presentment for payment, notice of nonpayment, protest, demand, notice of
protest, notice of intent to accelerate, notice of acceleration and dishonor,
diligence in enforcement and indulgences of every kind and without further
notice hereby agree to renewals, extensions, exchanges or releases of
collateral, taking of additional collateral, indulgences or partial payments,
either before or after maturity.
Bank and Borrower agree that upon the written demand of either party,
whether made before or after the institution of any legal proceedings, but prior
to the rendering of any judgment in that proceeding, all disputes, claims and
controversies between them, whether individual, joint, or class in nature,
arising from this Note, any related document or otherwise, including without
limitation, contract disputes and tort claims, shall be resolved by binding
arbitration pursuant to the Commercial Rules of the American Arbitration
Association ("AAA"). Any arbitration proceeding held pursuant to this
arbitration provision shall be conducted in the city nearest the Borrower's
address having an AAA regional office, or at any other place selected by mutual
agreement of the parties. No act to take or dispose of any collateral shall
constitute a waiver of this arbitration agreement or be prohibited by this
arbitration agreement. This arbitration provision shall not limit the right of
either party during any dispute, claim or controversy to seek, use and employ
ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the
purposes of realizing upon, preserving, protecting, foreclosing upon or
proceeding under forcible entry and detainer for possession of, any real or
personal property, and any such action shall not be deemed an election of
remedies. Such remedies include, without limitation, obtaining injunctive
relief or a temporary restraining order, invoking a power of sale under any deed
of trust or mortgage, obtaining a writ of attachment or imposition of a
receivership, or exercising any rights relating to personal property, including
exercising the right of set-off, or taking or disposing of such property with or
without judicial process pursuant to the Uniform Commercial Code. Any disputes,
claims or controversies concerning the lawfulness or reasonableness of an act,
or exercise of any right or remedy concerning any collateral, including any
claim to rescind, reform, or otherwise modify any agreement relating to the
collateral, shall also be arbitrated; provided, however that no arbitrator shall
have the right or the power to enjoin or restrain any act of either party.
Judgment upon any award rendered by any arbitrator may be entered in any court
having jurisdiction. The statute of limitations, estoppel, waiver, laches and
similar doctrines which would otherwise be applicable in an action brought by a
party shall be applicable in any arbitration proceeding, and the commencement of
an arbitration proceeding shall be deemed the commencement of any action for
these purposes. The Federal Arbitration Act (Title 9 of the United States Code)
shall apply to the construction, interpretation, and enforcement of this
arbitration provision.
THE UNDERSIGNED AND BANK (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND BANK ARISING OUT OF OR IN ANY
WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP
BETWEEN BANK AND THE UNDERSIGNED. THIS PROVISION IS A MATERIAL INDUCEMENT TO
BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER RELATED
DOCUMENTS.
THIS NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCEPT AS SUCH LAWS ARE
PREEMPTED BY APPLICABLE FEDERAL LAWS.
This Note is given in renewal, extension and modification, but not
extinguishment, of all amounts left owing and unpaid on the following notes:
That certain note dated May 18, 1999 executed and delivered by Xxxx Car Wash
Arizona, Inc. and payable to the order of XXXXXXX LIMITED PARTNERSHIP, a
Texas limited partnership; GENIE CAR WASH, INC. OF AUSTIN, a Texas
corporation; GENIE CAR SERVICE CENTER, INC., a Texas corporation; and GENIE
CAR CARE CENTER, INC., a Texas corporation, in the stated principal amount
of $4,750,000.00; and
That certain note dated May 18, 1999 executed and delivered by Xxxx Car Wash
Arizona, Inc. and payable to the order of XXXXXXX LIMITED PARTNERSHIP, a
Texas limited partnership; GENIE CAR WASH, INC. OF AUSTIN, a Texas
corporation; GENIE CAR SERVICE CENTER, INC., a Texas corporation; and GENIE
CAR CARE CENTER, INC., a Texas corporation, in the stated principal amount
of $180,000.00.
Notwithstanding the above, the parties agree and acknowledge that the total
principal due on such renewed indebtedness is the principal amount of this Note
which is $4,900,000.00.
BORROWER:
XXXX CAR WASH-ARIZONA, INC. dba GENIE CAR WASH
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, Secretary
