EXHIBIT 10.6
AMENDED AND RESTATED TERM LOAN NOTE
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10,765,000 Dated: July 1, 1996
FOR VALUE RECEIVED, the undersigned, NATIONAL AMERICAN CORPORATION, a Nevada
corporation (the "Borrower"), hereby promises to pay to the order of THOUSAND
TRAILS, INC., a Delaware corporation corporation and the successor by merger to
USTRAILS INC. (the "Lender"), the principal amount of Ten Million Seven Hundred
Sixty Five Thousand Dollars ($10,765,000) pursuant to and in accordance with the
terms of the Credit Agreement (as hereinafter defined) together with interest on
the unpaid principal balance of this Term Loan Note from the date hereof until
said principal amount is paid in full. The Borrower shall repay the outstanding
principal amount of the Term Loan on the Maturity Date. The Borrower shall pay
interest on the unpaid principal amount of this Term Loan Note, from the date
hereof until such principal amount shall be paid in full, at the following rates
per annum, payable monthly in arrears on the last day of each month, and on the
date principal is due, whether at stated maturity, on acceleration or otherwise
(provided that interest on any past due payment shall be payable on demand): a
rate per annum equal at all times to (x) the lesser of (i) nine per cent (9%)
per annum, or (ii) the Highest Lawful Rate; provided, however, upon the
occurrence and during the continuance of an Event of Default, interest on all
outstanding principal shall instead accrue at a rate per annum equal at all
times to (y) the lesser of (i) the Highest Lawful Rate and (ii) 2% per annum
above the rate per annum otherwise required to be paid on such principal amount
pursuant to clause (x) above.
This Term Loan Note renews, restates and extends, and does not extinguish,
indebtedness in the amount of $10,765,000 representing the entire unpaid
principal amount of the Term Loan Note dated November 10, 1994 (the "1994 Term
Note"), made by Borrower in favor of Xxxxxx in the original principal amount of
$10,765,000.
This Term Loan Note shall constitute the Term Loan Note referred to in, and
is entitled to the benefits of and subject to the obligations provided in, the
Credit Agreement dated as of December 31, 1991 (as amended, the "Credit
Agreement") between Borrower and Lender, and all liens, assignments and security
interests in connection therewith.
Both principal and interest are payable in lawful money of the United States
of America to the Lender at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, in
same day funds.
Borrower hereby waives presentment, notice of dishonor and protest.
The Credit Agreement, among other things, (i) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified, and (ii) provides that
the obligations of Borrower under the Credit Agreement, including obligations
under this Note, are secured by the Guaranty, the Security Agreement, the
Mortgages and the other Loan Documents (other than this Note and the Revolving
Credit Note), which are hereby ratified, confirmed, brought forward, renewed,
extended and rearranged, as security for the payment of this Amended and
Restated Term Loan Note, in addition to and cumulative of all other security for
this Note. All terms not expressly defined herein shall have the same
definitions as set forth in the Credit Agreement.
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The validity, meaning, enforceability and effect of this Term Loan Note
shall be governed by the laws of the State of Texas.
NATIONAL AMERICAN CORPORATION
By: s/Xxxxx X. Xxxxx, Xx.
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Its: Vice President
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