AMENDMENT TO REVOLVING NOTE
Exhibit 10.21
AMENDMENT TO REVOLVING NOTE
THIS AMENDMENT (the “Amendment”), dated as of this 10th day of August, 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 Revolving 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 amended such Revolving Note (“Amendment No. 1”) on March 30, 2007 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; and
WHEREAS, the Note and Amendment No. 1, which incorporates all provisions of the Note, contain
a negative covenant which listed an “Event of Default”
under the Note as a net loss under
GAAP of greater than $1,000,000 in any calendar quarter.
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. Waiver. The parties hereto agree to waive the provisions of Section 3(i) of the
Note of as they relate to the Maker’s recognition of impairment charges in its financial statements
under Generally Accepted Accounting Principles for the fiscal quarter ended June 30, 2007. The
recognition of impairment charges by Maker in its financial statements under Generally
Accepted Accounting Principles for the fiscal quarter ended June 30, 2007 will not be considered by
the parties to be an Event of Default under Note or Amendment No. 1.
2. Ratification. Except as modified by this Amendment, all of the terms of the Note
are ratified and reaffirmed and remain in full force and effect.
3. Inurement. The terms and conditions of this Amendment shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns.
4. Governing Law. The terms and conditions of this Amendment shall be governed by the
applicable laws of the State of Colorado.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties hereto have each caused this Amendment 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 | |||||||
2