EXHIBIT 10.100
PROMISSORY NOTE
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$2,350,000 December 31, 1997
FOR VALUE RECEIVED, INCO HOMES CORPORATION, a Delaware corporation
("Borrower"), whose address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, promises to pay to those parties listed on Exhibit A-1 attached hereto,
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as tenants in common ("Holder"), or order, c/o USA Commercial Mortgage Company,
Inc. at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
place as Holder may from time to time in writing designate, in lawful money of
the United States of America, the principal sum of TWO MILLION THREE HUNDRED
FIFTY THOUSAND DOLLARS ($2,350,000) or such greater or lesser sum as may be
outstanding pursuant to this Note, the Deed of Trust (as defined below) and the
other Loan Documents (as defined below), together with interest on the principal
balance outstanding from time to time ("Principal Balance"), in like money, from
the date of this Note until fully repaid at the rates hereinafter set forth.
1. Definitions. As used herein, the terms "Borrower," "Holder," and
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"Principal Balance" have the meanings assigned in the preceding paragraph, and
the following terms have the following meanings:
(a) "Deed of Trust" means the Palmdale Deed of Trust and the Vista
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Verde Deed of Trust.
(b) "Event of Default" has the meaning assigned to such term in
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the Deed of Trust.
(c) "Parcel" or "Parcels" means the separate legal parcel or
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parcels of real property and improvements now or hereafter constructed thereon
encumbered by the Palmdale Deed of Trust and the Vista Verde Deed of Trust.
(d) "Interest Rate" means a rate per annum equal to fourteen and
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one-quarter of one percent (14 1/4%).
(e) "Loan Documents" has the meaning assigned to such term in the
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Deed of Trust.
(f) "Maturity Date" means the date which occurs eighteen (18)
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months after the date hereof.
(g) "Mortgaged Property" means the real and personal property in
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the Deed of Trust.
(h) "Palmdale Deed of Trust" means that certain Deed of Trust,
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Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as
of even date with this Note, from Inco Development Corporation, a California
corporation, to the trustee specified therein, in trust for Holder, covering
certain real and personal property described therein situated in Los Angeles
County, California, as the same may be amended or otherwise modified.
(i) "Release Price" means, for each Parcel, the amounts set forth
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on Exhibit B attached hereto.
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(j) "Vista Verde Deed of Trust" means that certain Deed of Trust,
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Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as
of even date with this Note, from Borrower to the trustee specified therein, in
trust for Holder, covering certain real and personal property described therein
situated in San Bernardino County, California, as the same may be amended or
otherwise modified.
1.
2. Interest Rate. Commencing on December 1, 1997 and continuing
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through the date the entire Principal Balance is paid in full, the Principal
Balance shall bear interest at the Interest Rate. Interest shall be calculated
based on the actual days the Principal Balance is outstanding hereunder divided
by 360 days and multiplied by the Interest Rate.
3. Payment of Principal and Interest. From the date hereof to and
---------------------------------
including the date the entire Principal Balance is paid in full, the Principal
Balance and interest thereon shall be due and payable as follows:
(a) Borrower shall make monthly payments of interest only owing on
the Principal Balance, in arrears, commencing on the first day of the calendar
month immediately following the date hereof and continuing on the first day of
each succeeding month to and including the first day of the month in which the
Maturity Date occurs. Any interest that has accrued but is not paid as required
under this Note shall be compounded and added to the Principal Balance on the
first day following the date such interest was required to be paid.
(b) Concurrently with the sale or refinance by Borrower or Inco
Development Corporation of any Parcel(s), Borrower shall pay to Holder an amount
equal to the Release Price(s) for such Parcel(s) in order to cause the lien of
the Vista Verde Deed of Trust or the Palmdale Deed of Trust, as appropriate, to
be reconveyed with respect to the Parcel(s) being sold or refinanced.
(c) On the Maturity Date, Borrower shall make a final payment that
shall include the unpaid portion of the Principal Balance, any interest accrued
and unpaid thereon, and any and all other sums due under this Note, the Deed of
Trust and the Loan Documents.
At the closing of the loan evidenced by this Note, a portion of the
loan proceeds shall be deposited in an interest reserve account established by
K&E Loan Servicing ("K&E") for the benefit of Borrower. K&E shall serve as the
construction control agent for Holder, and shall disburse funds from the
interest reserve account to pay interest owing under this Note.
4. Application of Payments. Each payment received by Holder from
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Borrower with respect to this Note shall be applied: First: to the payment of
the costs and expenses of taking possession of, holding, maintaining and selling
any collateral for this Note; Second: to the payment of attorneys' fees and
expenses incurred in connection with the collection of this Note and enforcement
against any collateral for this Note; Third: to the payment of all amounts
advanced under the Deed of Trust or the Loan Documents (other than the Indemnity
Agreement, as defined in the Deed of Trust) to preserve the value of the
Mortgaged Property; Fourth: to the payment of late charges and accrued interest
due and payable hereunder; Fifth: to reduction of the Principal Balance; Sixth:
to the payment of any amounts owing to Holder or any other parties under the
Indemnity Agreement; and the balance, if any, shall be paid to the parties
entitled to receive it; or in such other order or proportion as Holder, in
▇▇▇▇▇▇'s sole discretion, may determine. Payments shall be deemed made when
▇▇▇▇▇▇ has received, at Holder's address or at such other address as Holder
shall provide written notice of to Borrower, immediately available funds in
lawful money of the United States of America.
Borrower understands that this Note is not self-amortizing and
that a substantial balloon payment may be due on the Maturity Date.
5. Prepayment. Borrower may prepay all or any portion of the
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Principal Balance at any time without premium on at least thirty (30) days prior
written notice to Holder.
6. Maximum Rate of Interest. Notwithstanding any provision in this
------------------------
Note, the total liability for payments of interest and payments in the nature of
interest, including without limitation, all charges, fees or any sums which may
at any time be deemed to be interest, shall not exceed the amount which Holder
may lawfully collect. In the event the total liability for payments of interest
and payments in the nature of interest,
2.
including without limitation, all charges, fees or other sums which may at any
time be deemed to be interest, shall, for any reason whatsoever, result in an
effective rate of interest, which for any month or other interest payment period
exceeds the amount which Holder may lawfully collect, all sums in excess of
those lawfully collectible as interest for the period in question shall, without
further notice to any party hereto, be applied as a premium-free reduction of
the Principal Balance immediately upon receipt of such sums by Holder, with the
same force and effect as though ▇▇▇▇▇▇▇▇ had specifically designated such excess
sums to be so applied to the reduction of the Principal Balance; provided,
however, that Holder may, at any time, and from time to time, elect, by notice
in writing to Borrower, to waive, reduce or limit the collection of any sums (or
refund to Borrower any sums collected) in excess of those lawfully collectible
as interest rather than accept such sums on prepayment of the Principal Balance.
7. Security. Payment of this Note is secured by the Deed of Trust
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and the Loan Documents. All of the agreements, conditions, covenants, provisions
and stipulations contained in the Deed of Trust and the Loan Documents which are
to be kept and performed by Borrower are hereby made a part of this Note to the
same extent and with the same force and effect as if they were fully set forth
herein, and Borrower covenants and agrees to keep and perform them, or cause
them to be kept and performed, strictly in accordance with their terms.
8. Late Charges. Time is of the essence hereof and if any amount
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owing under this Note is not paid within five (5) days of when due, Borrower
shall pay to Holder a late charge payment equal to five percent (5%) of such
amount. Borrower recognizes that a default by ▇▇▇▇▇▇▇▇ in making the payments
agreed to be paid when due will result in ▇▇▇▇▇▇'s incurring additional expenses
in servicing the loan evidenced by this Note, including, but not limited to
sending out notices of delinquency, computing interest, and segregating the
delinquent sums from not delinquent sums on all accounting, loan and data
processing records, in loss to Holder of the use of the money due, and in
frustration to Holder in meetings its other financial commitments, but that it
is extremely difficult and impractical to ascertain the extent of such damages.
▇▇▇▇▇▇▇▇ therefore agrees that a sum equal to $0.05 for each $1.00 of each
payment that is not paid five (5) days after its due date, is a reasonable
estimate of the fair average compensation for the loss and damages Holder will
suffer, that such amount shall be presumed to be the amount of damages sustained
by ▇▇▇▇▇▇ in such case, and that Borrower agrees to pay Holder this sum on
demand. Such late charge shall be paid without prejudice to the right of Holder
to collect any other amounts provided to be paid or to declare a default under
this Note, the Deed of Trust or Loan Documents.
9. Default Interest. Time is of the essence hereof and, from and
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after the Maturity Date or five days after the occurrence of an Event of
Default, all amounts owing under this Note and the Loan Documents shall bear
interest at a rate per annum equal to nineteen and one-quarter of one percent
(19 1/4%) (the "Default Rate"), instead of at the Interest Rate. If the
Default Rate is triggered as a result of an Event of Default and ▇▇▇▇▇▇▇▇
subsequently cures the Event of Default, then all amounts owing hereunder will
resume bearing interest at the Interest Rate, rather than the Default Rate, on
the date the Event of Default is cured; provided, however, that the interest
owing hereunder may again accrue at the Default Rate upon the occurrence of a
subsequent Event of Default. Borrower recognizes that a default by ▇▇▇▇▇▇▇▇ in
making the payments agreed to be paid when due will result in damage to Holder,
including loss to Holder of the use of the money due and frustration to Holder
in meetings its other financial commitments, but that it is extremely difficult
and impractical to ascertain the extent of such damages. ▇▇▇▇▇▇▇▇ therefore
agrees that the Default Rate is a reasonable estimate of the loss and damages
Holder will suffer, that such amount shall be presumed to be the amount of
damages sustained by Holder in such case, and that ▇▇▇▇▇▇▇▇ agrees to pay Holder
this sum on demand. Interest at the Default Rate shall be paid without
prejudice to the right of Holder to collect any other amounts provided to be
paid or to declare a default under this Note, the Deed of Trust or Loan
Documents.
10. Default. Upon the occurrence of any Event of Default, Holder, at
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its option and without further notice, demand, or presentment for payment to
Borrower or others, may declare immediately due and payable the unpaid Principal
Balance and interest accrued thereon together with all other sums owed by
Borrower under this Note, the Deed of Trust and the Loan Documents (including,
but not limited to attorneys' fees as provided in Section 12 below), anything in
this Note, the Deed of Trust and the Loan Documents to the contrary
notwithstanding. Payment of such sums may be enforced and recovered in whole or
in part at any time by one or more of the remedies provided to Holder in this
Note, the Deed of Trust and the Loan Documents.
3.
11. Remedies Cumulative. The remedies of Holder, as provided in this
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Note, the Deed of Trust and the Loan Documents, shall be cumulative and
concurrent and may be pursued singly, successively or together, at the sole
discretion of Holder, and may be exercised as often as occasion therefor shall
occur; and the failure to exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.
12. Attorneys' Fees. In the event that suit be brought hereon, or an
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attorney be employed or expenses be incurred to compel payment of this Note or
any portion of the indebtedness evidenced hereby, or to defend the priority of
the Deed of Trust or to otherwise interpret or enforce any of the terms of this
Note, the Deed of Trust, or any of the other Loan Documents, Borrower promises
to pay all such attorneys' fees, costs and expenses all as actually incurred by
Holder as a result thereof including, without limitation, (a) attorneys' fees,
costs and expenses incurred in appellate proceedings or in any action or
participation in, or in connection with, any case or proceeding under Chapters 7
or 11 of the Bankruptcy Code or any successor thereto, and (b) attorneys' fees,
costs and expenses incurred as a result of Holder exercising its rights to cure
any Event of Default by Borrower under this Note, the Deed of Trust or any other
Loan Document, or as a result of the foreclosure of the Deed of Trust, deed in
lieu thereof, or trustee's sale thereunder.
13. Waiver of Notice. Borrower waives diligence, presentment for
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payment, demand, notice of demand, notice of nonpayment or dishonor, protest and
notice of protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Note, except such notices as are provided in the Deed of Trust. Borrower
further waives all right of offset that it may now have or hereafter become
entitled to with respect to any Holder.
14. Waiver. Holder shall not be deemed, by any act of omission or
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commission, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by ▇▇▇▇▇▇, and then only to the extent
specifically set forth in the writing. The acceptance by Holder of any payment
hereunder which is less than payment in full of all amounts due and payable at
the time of such payment shall not constitute a waiver of the right to exercise
any of the foregoing options at that time or at any subsequent time or nullify
any prior exercise of any such option without the express consent of Holder,
except as and to the extent otherwise provided by law. A waiver with reference
to one event shall not be construed as continuing or as a bar to or waiver of
any right or remedy as to a subsequent event.
15. Governing Law. This instrument shall be governed by and
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construed according to the laws of the State of California.
16. Construction of Certain Terms. Whenever used, the singular shall
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include the plural, the plural shall include the singular, and the words
"Holder" and "Borrower" shall be deemed to include their respective heirs,
administrators, executors, successors and assigns.
17. Notice. All notices which Holder or Borrower may be required or
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permitted to give hereunder shall be made in the same manner as set forth in
Section 9.3 of the Deed of Trust.
18. Severability of Provisions. In the event any one or more of the
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provisions hereof shall be invalid, illegal or unenforceable in any respect, the
validity of the remaining provisions hereof shall be in no way affected,
prejudiced or disturbed thereby.
19. Sale of Interest. Borrower acknowledges that Holder may, in its
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sole discretion, sell all or any part of its interest in the loan as evidenced
by this Note and, in connection therewith, Holder may assign all or any portion
of this Note. Any such sale and assignment may be at a discount or premium,
subject to a brokerage fee or involve a servicing agreement, and shall not alter
any of Borrower's obligations hereunder or under any of the Loan Documents.
20. Acceleration Upon Transfer. Sections 5.1.18 and 6.9 of the Vista
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Verde Deed of Trust provide as follows:
4.
"5.1.18 Transfer of Mortgaged Property. Trustor shall
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not, without the prior written consent of Beneficiary, directly or
indirectly sell, transfer, convey, further encumber, assign, grant any
option, subordinate, convert to condominiums or grant any further lien
or easement on all or any part of the Mortgaged Property, or enter
into any agreement for any of the foregoing, whether by operation of
law recorded or unrecorded, or voluntarily or involuntarily; provided,
however, that if the Mortgaged Property consists of single-family
homes, condominiums or other residential properties to be sold,
Trustor may accept sales reservations and enter into purchase and
sales contracts so long as such actions are consistent with the Loan
Documents, all rules and regulations of the California Department of
Real Estate and all other applicable laws, rules and regulations.
Trustor shall promptly notify Beneficiary in writing of any such
intended event or agreement for which Beneficiary's consent may be
required.
6.9 Due on Sale. If, without the prior written consent of
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Beneficiary, (a) there is any sale, transfer, assignment, conveyance
or encumbrance, whether voluntary or involuntary, of all or part of
the Mortgaged Property or any interest therein or any other event or
agreement referred to in Section 5.1.18, (b) Trustor or any one or
more of the persons comprising Trustor is a partnership and the
interest of any general partner (or the interest of any general
partner in a partnership that is a partner) is assigned or
transferred, except for an assignment or transfer resulting from the
death or physical or mental incapacity of a general partner; (c)
Trustor or any one or more of the persons comprising Trustor is a
partnership and more than twenty-five percent (25%) of the corporate
stock of any corporation that is a general partner of such partnership
is sold, transferred or assigned; (d) change in ownership (including
the hypothecation or encumbrance thereof) of a majority of the stock
of Trustor held by ▇▇▇ ▇▇▇▇▇▇; (e) Trustor is a trust and there is a
change in beneficial ownership with respect to more than twenty-five
percent (25%) of the trust; (f) Trustor consists of several persons or
entities holding fractional undivided interest in the Mortgaged
Property and there is a cumulative change in ownership with respect to
more than a twenty-five percent (25%) fractional undivided interest in
the Mortgaged Property; (g) there is a seizure of the Mortgaged
Property, or attachment of any lien on the Mortgaged Property, whether
voluntary or involuntary, which has not been removed or bonded off to
Beneficiary's satisfaction within thirty (30) days of such attachment;
or (h) there is a change in the controlling executives and directors
of Trustor."
Sections 5.1.18 and 6.9 of the Palmdale Deed of Trust provide as
follows:
"5.1.18 Transfer of Mortgaged Property. Trustor shall
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not, without the prior written consent of Beneficiary, directly or
indirectly sell, transfer, convey, further encumber, assign, grant any
option, subordinate, convert to condominiums or grant any further lien
or easement on all or any part of the Mortgaged Property, or enter
into any agreement for any of the foregoing, whether by operation of
law recorded or unrecorded, or voluntarily or involuntarily; provided,
however, that if the Mortgaged Property consists of single-family
homes, condominiums or other residential properties to be sold,
Trustor may accept sales reservations and enter into purchase and
sales contracts so long as such actions are consistent with the Loan
Documents, all rules and regulations of the California Department of
Real Estate and all other applicable laws, rules and regulations.
Trustor shall promptly notify Beneficiary in writing of any such
intended event or agreement for which Beneficiary's consent may be
required.
6.9 Due on Sale. If, without the prior written consent of
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Beneficiary, (a) there is any sale, transfer, assignment, conveyance
or encumbrance, whether voluntary or involuntary, of all or part of
the Mortgaged Property or any interest therein or any other event or
agreement referred to in Section 5.1.18, (b) Trustor or any one or
more of the persons comprising Trustor is a partnership and the
interest of any general partner (or the interest of any general
partner in a partnership that is a partner) is assigned or
transferred, except for an assignment or transfer resulting from the
death or physical or mental incapacity of a general partner; (c)
transfer,
5.
assignment or hypothecation of more than 25% of the corporate stock of
Trustor; (d) change in ownership (including the hypothecation or
encumbrance thereof) of a majority of the stock of Inco Homes
Corporation held by ▇▇▇ ▇▇▇▇▇▇ (Inco Homes Corporation being the sole
shareholder of Trustor); (e) Trustor is a trust and there is a change
in beneficial ownership with respect to more than twenty-five percent
(25%) of the trust; (f) Trustor consists of several persons or
entities holding fractional undivided interest in the Mortgaged
Property and there is a cumulative change in ownership with respect to
more than a twenty-five percent (25%) fractional undivided interest in
the Mortgaged Property; (g) there is a seizure of the Mortgaged
Property, or attachment of any lien on the Mortgaged Property, whether
voluntary or involuntary, which has not been removed or bonded off to
Beneficiary's satisfaction within thirty (30) days of such attachment;
or (h) there is a change in the controlling executives and directors
of Trustor."
21. Integration. This Note and the documents described herein
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constitute the entire understanding of Borrower and ▇▇▇▇▇▇ with respect to the
matters discussed herein, and supersede all prior and contemporaneous
discussions, agreements and representations, whether oral or written. This Note
may only be modified in a writing signed by ▇▇▇▇▇▇, or its loan servicing agent,
and Borrower.
22. Headings. The section captions are inserted for convenience of
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reference only and shall in no way alter or modify the text of such sections.
23. Use of Broker. Borrower acknowledges that the loan evidenced by
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this Note was arranged (as the term "arranged" is used in California Civil Code
Section 1916.1) by ▇▇▇ ▇. ▇▇▇▇▇▇, who is licensed as a real estate broker in the
State of California.
24. Amendment and Restatement. Borrower acknowledges that this Note
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constitutes an amendment and restatement of that certain Amended and Restated
Promissory Note dated June 1, 1996 in the original principal amount of
$2,927,500 given by Borrower for the benefit of Riverside National Bank (the
"Original Note"). The Original Note was secured by, among other things, (i) a
Deed of Trust dated March 24, 1995 given by ▇▇▇▇▇▇▇▇, as trustor, for the
benefit of Riverside National Bank, as beneficiary, and recorded on March 31,
1995 in the Official Records of San Bernardino County, California as Instrument
No. 1995-0100038, as amended and modified, that encumbers certain real property
located in San Bernardino County, California, as more particularly described
therein (the "Original Vista Verde Deed of Trust"), and (ii) a Deed of Trust
dated March 24, 1995 given by Palmdale Vistas Housing Developments, a California
limited partnership, as trustor, for the benefit of Riverside National Bank, as
beneficiary, and recorded on March 31, 1995 in the Official Records of Los
Angeles County, California as Instrument No. 95-462578, as amended and modified,
that encumbers certain real property located in Los Angeles County, California,
as more particularly described therein (the "Original Palmdale Deed of Trust").
Palmdale Vistas Housing Developments has dissolved, and a portion of the
property encumbered by the Original Palmdale Deed of Trust has been distributed
to Inco Development Corporation.
Holder has purchased the Original Note from City National Bank,
successor by statutory merger to Riverside National Bank. In connection with
this purchase, City National Bank has endorsed and delivered the Original Note
to Holder and has assigned its beneficial interest under the Original Vista
Verde Deed of Trust and the Original Palmdale Deed of Trust to Holder.
On the date Holder purchased the Original Note, Borrower was in
default under the terms of the Original Note, the Original Vista Verde Deed of
Trust and the Original Palmdale Deed of Trust, and requested that Holder
restructure the terms of the Original Note as provided in this Note and amend
and restate the terms of the Original Vista Verde Deed of Trust and the Original
Palmdale Deed of Trust as provided in the Vista Verde Deed of Trust and the
Palmdale Deed of Trust, respectively. Holder has agreed to restructure the
terms of the Original Note and such deeds of trust, and in consideration of such
restructuring and amending, Borrower hereby absolutely and unconditionally
waives and relinquishes all rights, benefits and protections otherwise afforded
to it under California Civil Code Sections 580a, 580b, 580d and California Code
of Civil Procedure Section 726, which waiver and relinquishment shall include
all rights, benefits and protections otherwise afforded to it under any common
law cases that interpret or apply any of the foregoing statutes.
6.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇, intending to be legally bound hereby,
has duly executed this Note the day and year first above written.
BORROWER: INCO HOMES CORPORATION,
a Delaware corporation
By:____________________________________
▇▇▇ ▇. ▇▇▇▇▇▇
President
7.
EXHIBIT A-1
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INVESTORS
Ownership
Name Amount Interest
---- ------ ---------
▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, TTEE $100,000 4.2553%
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $50,000 2.1277%
The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ Family Trust DTD 3/5/93, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TTEEs $25,000 1.0638%
▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $30,000 1.2766%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ $100,000 4.2553%
▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇ Living Trust DTD 11/5/93
▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇ Co-TTEEs $25,000 1.0638%
▇▇▇▇▇▇▇▇▇ Senior Trust of 1987 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Co-TTEEs $100,000 4.2553%
42145 Trust, ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇▇▇, TTEE $100,000 4.2553%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ $50,000 2.1277%
9/21/73 Family Trust, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Co-TTEEs $50,000 2.1277%
▇▇▇▇ ▇▇▇▇▇▇▇ $60,000 2.5532%
▇▇▇▇ ▇. ▇▇▇▇▇ Trust DTD 4/26/93
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, TTEE $25,000 1.0638%
▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇ $30,000 1.2766%
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇▇ ▇. ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇ ▇▇▇▇ $150,000 6.3830%
▇▇▇▇ & Associates Money Purchase $25,000 1.0638%
Von Euw 1996 Trust DTD 1/11/96,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, TTEE $100,000 4.2553%
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $75,000 3.1915%
Nevada State Bank C/F ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IRA R/O $50,000 2.1277%
1.
▇▇▇▇ ▇▇▇▇▇▇ $25,000 1.0638%
Nevada State Bank C/F ▇▇▇▇▇ ▇▇▇▇▇▇ IRA $110,000 4.6809%
▇▇▇▇ ▇▇▇▇▇▇▇ $50,000 2.1277%
The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, TTEE $50,000 2.1277%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇▇▇ Family Trust DTD 8/13/93
▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TTEEs $60,000 2.5532%
▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $120,000 5.1064%
Philips Family Trust UAD 9/28/95
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Co-TTEEs $25,000 1.0638%
The G&M ▇▇▇▇▇▇▇ Trust DTD 6/25/97
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, TTEE $50,000 2.1277%
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ $10,000 0.4255%
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trust DTD 11/18/93
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, TTEE $25,000 1.0638%
▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MPP ▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇▇ ▇▇▇▇▇ $25,000 1.0638%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Profit Sharing Trust DTD 3/16/72,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TTEE $50,000 2.1277%
▇▇▇▇▇▇ Family Trust DTD 4/27/90,
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇, TTEEs $50,000 2.1277%
Ray Family Trust DTD 6/28/89, ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇,
TTEEs $50,000 2.1277%
Nevada State Bank C/F ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ $100,000 4.2553%
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Family Trust DTD 7/26/94,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, TTEE $70,000 2.9787%
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Trust DTD 6/18/91
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, TTEE $30,000 1.2766%
ACS Nevada $50,000 2.1277%
▇▇▇▇▇ ▇▇▇▇▇, ▇▇. $80,000 3.4043%
$2,350,000 100.0000%
2.
