PROMISSORY NOTE EXTENSION AGREEMENT
This Promissory Note Extension Agreement is entered into effective this
first day of October, 1996 by and between Sunrise Leasing Corporation, a
Minnesota corporation, and Sunrise Resources, Inc., a Minnesota corporation
(collectively "Borrower") and First Bank National Association, a national
banking association ("Bank").
RECITALS
FIRST. Pursuant to an Amended and Restated Credit Agreement dated as of
April 1, 1996, the Borrower executed and delivered to the Bank a promissory
note, in the original principal amount of $25,000,000 (the "Note").
SECOND. Pursuant to the terms of the Note, it became due and payable on
September 30, 1996. The Borrower has applied to the Bank for and extension of
the stated maturity date of the Note and the Bank has agreed to so extend the
Note subject to the terms and conditions hereof.
NOW THEREFORE, and in consideration of the extension of the stated
maturity date of the Note, the mutual covenants, promises and agreements
contained herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged. The Borrower and the Bank agree as
follows:
1. The stated maturity of the Note is hereby extended to
September 30, 1997 at which date all outstanding principal and
accrued interest of the Note shall be due and payable in full.
2. The Borrower affirms that the outstanding principal on the
Note as of the date hereof is the sum of $24,584,785.83 and
warrants and represents to the Bank that the Note, as so
extended, hereby, is the legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance
with its terms and is not subject to any defense, counterclaim
or right of offset.
3. The Borrower consents to the personal jurisdiction of the
state and federal courts located in the State of Minnesota in
connection with any controversy related to the Note as
extended hereby, waives any argument that venue in such forums
is not convenient and agrees that any litigation instigated by
the Borrower against the Bank in connection with the Note
shall be venued either in the district courts of Hennepin
County, Minnesota or the United States District Court for the
District of Minnesota, Fourth Division.
4. The Note as extended hereby shall be continued to be secured
by the security interest granted by Borrowers pursuant to the
Security Agreement dated April 1, 1996, all without loss of
lien or priority.
5. Accept as expressly modified or amended herein, all of the
terms and provisions of the Note shall remain in full force
and effect as set forth therein.
IN WITNESS WHEREOF, the Borrower and Bank cause this Agreement to be
executed by the duly authorized officers the day and the year first above
written.
SUNRISE LEASING CORPORATION
By /s/ Xxxxx X. Xxxxxxx
Its Chief Financial Officer
SUNRISE RESOURCES, INC.
By /s/ Xxxxx X. Xxxxxxx
Its Chief Financial Officer
FIRST BANK NATIONAL
ASSOCIATION
By /s/ Xxxx XxXxxxxx
Its Vice President
