FIRST MODIFICATION TO PROMISSORY NOTE
THIS FIRST MODIFICATION TO PROMISSORY NOTE (this
"Modification") is entered into as of March 21, 2003, by and between XXXXXXX
BUSINESS SERVICES, INC. ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION
("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to
the terms and conditions of that certain Revolving Line of Credit Note in the
maximum principal amount of $11,000,000.00, executed by Borrower and payable to
the order of Bank, dated as of September 2, 2002 (the "Note"), which Note is
subject to the terms and conditions of an Amended and Restated Credit Agreement
between Borrower and Bank dated as of September 2, 2002, as amended from time to
time (the "Loan Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in
the terms and conditions set forth in the Note, and have agreed to modify the
Note to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Note shall be modified as follows:
1. The variable rate of interest applicable to the Note is
hereby modified to be two percent (2%) above the Prime Rate in effect from time
to time.
2. The effective date of the changes set forth herein shall be
March 21, 2003.
3. Except as expressly set forth herein, all terms and
conditions of the Note remain in full force and effect, without waiver or
modification. All terms defined in the Note or the Loan Agreement shall have the
same meaning when used in this Modification. This Modification and the Note
shall be read together, as one document.
4. Borrower certifies that as of the date of this Modification
there exists no Event of Default under the Note, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default. Borrower further certifies that, notwithstanding the
modifications set forth herein, all of the real property securing the Note shall
remain subject to the lien, charge or encumbrance of the deed of trust, mortgage
or other document pursuant to which such lien, charge or encumbrance is created,
and nothing contained herein or done pursuant hereto shall affect or be
construed to affect the priority of the lien, charge or encumbrance of any such
deed of trust, mortgage or other document over any other liens, charges or
encumbrances.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.
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IN WITNESS WHEREOF, the parties hereto have caused this
Modification to be executed as of the day and year first written above.
XXXXXXX BUSINESS SERVICES, INC. XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Day
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Xxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Day
Vice President-Finance Vice President
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