Exhibit 10.40c(1)
PROMISSORY NOTE EXTENSION AGREEMENT
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THIS PROMISSORY NOTE EXTENSION AGREEMENT ("Agreement") is entered into
by and between THE PROVIDENT BANK, an Ohio banking corporation, Xxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxx 00000 (the "Lender") JAGI CLEVELAND-INDEPENDENCE, LLC,
a/k/a JAGI Cleveland-Independence, Ltd., a Delaware limited liability company
(the "Borrower") and XXXXX X. XXXX and XXXXX X. XXXXXX (collectively, the
"Guarantors") effective as of June 11, 2003.
WITNESSETH:
Whereas, on August 14, 1998, Borrower executed and delivered to Lender
a Promissory Note in the principal amount of Twenty One Million Eight Hundred
Thousand and 00/100 Dollars ($21,800,000.00) (the "Note"); and
Whereas, Borrower has requested that Lender extend the maturity date of the Note
from August 1, 2003 to January 1, 2004;
Whereas, Lender has agreed to extend the maturity date of the Note to January 1,
2004.
Now, therefore, for good and valuable considerations paid, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Notwithstanding any terms to the contrary set forth in the Note, the parties
hereby agree that the maturity date of the Note shall be extended from August 1,
2003 to January 1, 2004, at which time the entire outstanding principal amount
of the Note and all accrued but unpaid interest thereon shall thereupon become
due and payable, without notice or demand.
2. Except as modified hereby, the Note shall remain in full force and effect in
accordance with its terms. In addition, Borrower and Lender agree that the
indebtedness evidenced by the Note, as modified, shall continue to be secured by
any mortgages, security agreements, assignments of leases and rents and any
other security documents executed in connection with the original indebtedness
(collectively the "Security Documents"), and the parties agree and acknowledge
that this Agreement is made in reliance upon the continued security of these
Security Documents.
3. This Agreement and the rights and obligations of the parties hereunder shall
be governed by and construed under the laws of the State of Ohio. This Agreement
shall inure to the benefit of and be binding on the respective heirs, executors,
administrators, successors and assigns of the parties hereto.
4. The Guarantors join in the execution of this Agreement to evidence their
consent to the extension of the maturity date of the Note and to acknowledge
that their guaranty of the repayment of the Note and sums due under the loan
documents evidencing and securing the Note shall continue to remain in effect,
notwithstanding such extension.
This Agreement is hereby executed and delivered effective as of the date first
written above.
LENDER:
THE PROVIDENT BANK
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Vice President
BORROWER:
JAGI CLEVELAND-INDEPENDENCE, LLC,
a Delaware limited liability company
By: Janus Cleveland-Independence, Inc.
Its Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President
GUARANTORS:
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
