AMENDMENT TO SENIOR SUBORDINATED NOTE
Exhibit 10.18
AMENDMENT TO SENIOR SUBORDINATED NOTE
THIS AMENDMENT (this “Agreement”), dated as of this 30th day of March, 2007 by and
between ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“Maker”) and BOCO INVESTMENTS, LLC, a
Colorado limited liability company, having an office at 000 Xxxx Xxxxxxxx Xxx., Xxxx Xxxxxxx,
Xxxxxxxx 00000 (“Holder”).
WITNESSETH:
WHEREAS, Maker has executed and delivered to Holder a Senior Subordinated Note dated September
28, 2006 (the “Note”) to evidence Maker’s indebtedness to Holder in the principal amount of Three
Million Five Hundred Thousand Dollars ($3,500,000.00); and
WHEREAS, Maker and Holder wish to further subordinate the Note to a credit facility to be
extended to Maker by United Western Bank and otherwise modify certain terms and provisions of the
Note;
NOW, THEREFORE, in consideration of the premises set forth herein above, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending
to be legally bound, the parties hereto do hereby mutually and expressly understand and agree as
follows:
1. Definitions. The definition of the term “Senior Debt” appearing in Section 5,
entitled “Definitions,” of the Note is hereby amended in its entirety to read as follows:
“Senior Debt” means all indebtedness, obligations and other
liabilities of the Company to (i) Vectra Bank Colorado, national
association, pursuant to that certain First Amendment to Credit
Agreement dated August 3, 2006, as amended, and (ii) United Western
Bank (“UWB”) pursuant to that certain Credit Agreement dated March
30, 2007 between UWB and Maker, as the same may be amended,
modified, restated or extended from time to time, and any other
indebtness in replacement or subordination to Vectra Bank or United
Western Bank as may be approved by Holder in writing from time to
time.
2. Subordination. The words “principal and” appearing in line ten of Section 2,
entitled “Subordination,” of the Note are hereby deleted.
3. Representations and Warranties. Maker hereby represents and warrants, and Holder
hereby acknowledges and agrees, that (a) no default has occurred under the Note, (b) except as
provided herein, the Note has not been modified or amended, and (c) the execution
and delivery of this Agreement has been duly authorized by all necessary action of the parties
hereto.
4. Ratification. Except as modified by this Agreement, all of the terms of the Note
are ratified and reaffirmed and remain in full force and effect.
5. Inurement. The terms and conditions of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns.
6. Governing Law. The terms and conditions of this Agreement shall be governed by the
applicable laws of the State of Colorado.
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IN WITNESS WHEREOF the parties hereto have each caused this Agreement to be executed by their
respective duly authorized representatives, as of the day and year first above written.
MAKER: | ||||||||
ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation |
||||||||
By: | /s/ Xxxxx X. Xxxxxxx III | |||||||
Name: | Xxxxx X. Xxxxxxx III | |||||||
Title: | Chief Financial Officer | |||||||
HOLDER: | ||||||||
BOCO INVESTMENTS, LLC, a Colorado limited liability company |
||||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Chief Executive Officer | |||||||
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