Exhibit 10.47
May 22, 2002
Xx. Xxxxxxx Xxxxxx
ACF Investment Corp.,
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx, 00000
RE: ACF Investment Corp., a Delaware corporation
0000 Xxxxxxxxxxx, Xxxxxxxxx, XX 00000 ("Property")
Xxxxx Fargo Bank Texas, Loan No. #27840E
Dear Xx. Xxxxxx:
This Fifth Letter Modification Agreement dated May 22, 2002 ("Agreement") is
entered into by and between Xxxxx Fargo Bank Texas, National Association
("Lender") and ACF Investment Corp., a Delaware corporation ("Borrower").
Pursuant to the terms of a construction loan agreement between Borrower and
Xxxxx Fargo Bank, National Association ("Original Lender") dated June 29, 2001
("Loan Agreement"), Original Lender made a loan to Borrower in the principal
amount of Twenty Four Million Seven Hundred Eighty Thousand and 00/100ths
Dollars ($24,780,000.00) ("Loan"). Said Loan is secured by, among other things,
a Construction Deed of Trust with Absolute Assignment of Leases and Rents,
Security Agreement and Fixture Filing ("Deed of Trust") dated June 29, 2001,
executed by Borrower as "Grantor" for the benefit of Original Lender as
"Beneficiary" and recorded on July 30, 2001, as Instrument No. D201180713, in
the official records of Tarrant County, Texas encumbering real property
described more particularly therein; and evidenced by a Promissory Note dated
June 29, 2001 ("Note") and other documentation necessary to perfect the Loan and
any amendments or modifications thereto (individually and collectively, the
"Loan Documents"). Original Lender assigned its rights to Xxxxx Fargo Bank
Texas, National Association ("Lender") by that certain Assignment of Promissory
Note and Deed of Trust dated September 24, 2001 and recorded September 26, 2001
as Instrument No. D201235560, in the official records of Tarrant County, Texas.
Said Loan was modified by that certain First Modification Agreement dated August
31, 2001 and recorded October 3, 2001 as Instrument No. D201241021 ("First
Modification Agreement"), Second Letter Modification dated November 7, 2001
("Second Letter Modification Agreement"), Third Letter Modification dated
February 8, 2002 ("Third Letter Modification Agreement"), and Fourth Letter
Modification Agreement dated March 19, 2002.
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Borrower has requested, and Lender has agreed to modify and amend certain terms
and provisions of the Note, Loan Agreement and Loan Documents.
MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby supplemented and
modified to incorporate the following, which shall supersede and prevail over
any conflicting provisions of the Loan Documents.
Amendment to Maturity Date: The Maturity Date as recited in the Note,
Loan Agreement and Loan Documents, is hereby modified from November 1,
2002 to September 30, 2002.
Amendment to the Loan to Value: The Loan to Value Percentage as stated in
Section 2.8 of Loan Agreement, is hereby amended to reflect a maximum
sixty-six and 3000/10000 percent (66.3%) ("Loan-to-Value Percentage")
requirement.
Amendment to Disbursement Plan - Disbursement of Construction Holdbacks:
Effective immediately, the portion of the Disbursement Budget initially
totalling $1,770,000.00, shall be available to Borrower and to be
disbursed into the Account or to or for the benefit or account of the
Borrower for the payment of related construction costs.
Lender's willingness to modify the Loan Documents is subject to the satisfaction
of the following conditions precedent:
1 Borrower shall deliver to Lender an unmodified, executed original of this
Agreement;
2. The payment to Lender of a modification fee in the amount of $250.00; and
3. All payments due and owing to Lender under the Loan Documents have been
paid current.
Except as amended herein, all other terms and conditions under each of the Loan
Documents shall remain unmodified and of full force and effect. Upon
satisfaction of the execution of this Agreement, the modification of the Loan
Documents shall be in effect.
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IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be duly
executed as of the date first above written.
"LENDER"
XXXXX FARGO BANK TEXAS,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx ---------------
Xxxxxxx X. Xxxxxx, Vice President
"BORROWER"
ACF INVESTMENT CORP.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx----------------
EVP and Treasurer
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