FIRST AMENDMENT TO UNSECURED REVOLVING SUBORDINATED NOTE
Exhibit 10.23
FIRST AMENDMENT
TO
UNSECURED REVOLVING SUBORDINATED NOTE
THIS FIRST AMENDMENT TO the Unsecured Revolving Subordinated Note (the “Note”) is dated this 3d November 2003 (“Amendment Agreement”) by and between Deere Credit, Inc. (Deere) and XX Xxxxx L.L.C. (Borrower), a Iowa Limited Liability Corporation (“Borrower”).
RECITALS
| A. | Whereas, Deere agreed to provide Borrower a loan of $5,000,000 and Borrower and Deere entered into a Revolving Subordinated Note in the amount of $5,000,000,dated as of November 21, 2002, evidencing said loan. |
| B. | The Borrower has requested an increase of $2,000,000 in the loan facility and Deere has approved this request so that the parties hereto desire to amend the Note to provide for an increase in the amount that Deere agrees to lend to Borrower from $5,000,000 to $7,000,000. |
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein without definition shall have the definition given to them in the Unsecured Revolving Subordinated Note, herein referenced above, or as defined by other transaction documents referenced therein, as may be amended, if so defined therein.
2. Amendments to Unsecured Revolving Subordinated Note. The parties hereto agree that the Note shall be amended as follows:
| 2.1 | The amount of the Note shale be increased from $5,000,000 (Five Million and 00/100 dollars) to $7,000,000 (Seven Million and 00/100 dollars), and |
| 2.2 | The first sentence of Paragraph 1 which reads as follows: |
FOR VALUE RECEIVED, XX XXXXX, L.L.C., an Iowa Corporation, of West Des Moines, Iowa (the “Borrower”), promises to pay to the order of Deere Credit, Inc., a Delaware corporation (the “Deere”), at Deere’s office at such place as Deere may designate in writing, the principal sum of Five Million and 00/100 DOLLARS ($5,000,000.00), together with interest as provided in this Note, all in lawful money of the United States of America.
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Shall be amended to read as follows:
FOR VALUE RECEIVED, XX XXXXX, L.L.C., an Iowa Corporation, of West Des Moines, Iowa (the “Borrower”), promises to pay to the order of Deere Credit, Inc., a Delaware corporation (the “Deere”), at Deere’s office at such place as Deere may designate in writing, the principal sum of Seven Million and 00/100 DOLLARS ($7,000,000.00), together with interest as provided in this Note, all in lawful money of the United States of America.
3. Borrower’s Representations. Borrower hereby represents and warrants that, after giving effect to this Amendment Agreement and the transactions contemplated hereby, no Event of Default has occurred and is continuing under the Note or related Transaction Documents as defined by the Revolving Subordinated Agreement dated November 21, 2002.
4. General Provisions.
4.1 The Note, except as expressly modified herein, shall continue in full force and effect and be binding upon the parties thereto.
4.2 The execution, delivery and effectiveness of this Amendment Agreement shall not operate as a waiver of any right, power or remedy Deere may have under any of the loan documents, nor constitute a waiver of any provision of any of the Transaction Documents, and the Note, as expressly modified hereby, and each of the other Transaction Documents, are hereby ratified and confirmed and shall continue in full force and effect and be binding upon the parties thereto. Any direct or indirect reference in the transaction documents to the “Unsecured Revolving Subordinated Note” shall be deemed to be a reference to the Unsecured Revolving Subordinated Note as amended by this Amendment Agreement.
5. Governing Law. This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of Iowa or by the laws of the State of Illinois/New York as such may so be judicially determined.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Unsecured Revolving Subordinated Loan Note to be executed by their duly authorized officers as of the date shown above.
| DEER CREDIT, INC. | XX XXXXX L.L.C. | |||||||||||
| By: | /s/ XXXX X. XXXXXXX | By: | /s/ XXXXXX X. XXXXXXX | |||||||||
| Print Name: |
Xxxx X. Xxxxxxx | Print Name: |
Xxxxxx X. Xxxxxxx | |||||||||
| Title: |
Portfolio Mgr. | Title: |
Exec. V.P. & CFO | |||||||||
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