EXHIBIT 10.134
This instrument prepared by
and return after recording to:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Post Office Box 15200
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
PROMISSORY NOTE AND MORTGAGE
MODIFICATION AGREEMENT
THIS AGREEMENT entered into as of December 31, 1998, by and between SouthTrust
Bank, National Association, whose mailing address is ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Mortgagee"), and Display
Technologies, Inc., a Nevada corporation (formerly known as La-Man Corporation,
a Nevada corporation) and ▇▇▇ ▇▇▇▇ Industries, Inc., a Florida corporation
(hereinafter collectively referred to as "Mortgagors"), whose mailing address is
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, respectively.
WHEREAS, the Mortgagors executed and delivered certain promissory notes,
real estate mortgages, and related loan documents particularly described below
in favor of the Mortgagee, as follows:
A. That certain revolving line-of-credit promissory note heretofore
executed in favor of the Mortgagee from the Mortgagor, La-Man Corporation, in
the original principal sum of $1,300,000 dated as of August 1, 1997 (the
"$1,300,000 Note") secured by a mortgage and security agreement of even
effective date therewith in favor of the Mortgagee and recorded September 2,
1997 in Official Records Book 4230 at Page 4153, Public Records of Volusia
County, Florida; (the "August 1, 1997 loan"); and
B. That certain revolving line-of-credit promissory note heretofore
executed in favor of the Mortgagee from the Mortgagor, La-Man Corporation, in
the original principal sum of up to $200,000 dated as of November 11, 1998 (the
"$200,000 Note") secured by that second mortgage dated November 11, 1998 and
recorded December 1, 1998 in Official Records Book 4372 at Page 4024, Public
Records of Volusia County, Florida; (the "November 11, 1998 loan") and
C. Together with any and all other documents, guaranties, mortgagee title
policies and endorsements, instruments, or certificates evidencing, or otherwise
relating to, securing payment of, or pertaining to the August 1, 1997 loan and
the November 11, 1998 loan.
The instruments and documents listed in Recitals A through C are herein referred
to in the aggregate as the Loan Documents.
WHEREAS, the payment and performance of the $1,300,000 Note and the
$200,000 Note is guaranteed by ▇▇▇ ▇▇▇▇ Industries, Inc., a Florida corporation;
▇▇▇ ▇▇▇▇ Industries of Nevada, Inc.,
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a Nevada corporation; Nevada SEMCO, Inc., a Nevada corporation; ▇. ▇. ▇▇▇▇▇▇▇,
Corporation, a Florida corporation; ▇. ▇. ▇▇▇▇▇▇▇ Industries, Inc., a Florida
corporation; Certified Maintenance Service, Inc., a Florida corporation; and
Vision Trust Marketing, Inc., a Florida corporation; all jointly and severally;
and
WHEREAS, with the name change of the Mortgagor, Display Technologies, Inc.,
as stated above, a newly formed subsidiary of said Mortgagor named "La-Man
Corporation", was recently incorporated in the State of Nevada, and said
corporation will be added as a guarantor in the Loan Documents by this
instrument as fully and completely as if originally included with the other
guarantors named above; and
WHEREAS, the parties hereto wish to extend the final maturity dates of the
$1,300,000 Note and the $200,000 Note from October 1, 1999 to October 1, 2000.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration in hand paid by each party to the other, the receipt of
which is hereby acknowledged, and in further consideration of the covenants
herein contained to be performed, the parties hereto covenant and agree as
follows:
1. The parties agree and understand that the final maturity date of the
$1,300,000 Note and the $200,000 Note is extended from October 1, 1999 to
October 1, 2000.
2. La-Man Corporation, a Nevada corporation, as the newly formed subsidiary of
the Mortgagor, Display Technologies, Inc., hereby joins in and consents to its
inclusion s a Guarantor (as that terms is used and defined in the Loan
Documents) by this instrument as fully and completely as if originally included
with the other Guarantors named above in all of the Loan Documents, intending to
be fully bound by all such provisions.
3. Except for the extension of the maturity dates of the $1,300,000 Note and
the $200,000 Note as provided above, all other terms, provisions, obligations
and covenants of the aforesaid Loan Documents are hereby ratified, confirmed,
and acknowledged by the Mortgagor to be in full force and effect, and no
provision of this Agreement, shall be deemed or construed to impair the security
or lien of the Loan Documents or impair any rights, powers or remedies which the
Mortgagee may have in the event of any default under the $1,300,000 Note, the
$200,000 Note, the Loan Documents, or any related security instrument. It is
further certified by the Mortgagor that it is the owner of all of the real
property encumbered by the lien of the Loan Documents held by the Mortgagee and
that there are no claims or liens against said mortgaged real property except
taxes for the year 1999 which are not due nor delinquent. The Mortgagor has no
defense, counterclaim or setoff to the indebtedness owed under the $1,300,000
Note or the $200,000 Note or any instrument securing payment of the same
contained in the Loan Documents or in this Agreement.
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IN WITNESS WHEREOF, the parties have hereunto executed this instrument on the
respective dates shown below as of December 31, 1998.
WITNESSES: MORTGAGEE:
----------------------------------- SouthTrust Bank, National Association:
Signature of first witness
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------- ------------------------------------
Printed name of first witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President
-----------------------------------
Signature of second witness
-----------------------------------
Printed name of second witness
WITNESSES: MORTGAGORS:
----------------------------------- Display Technologies, Inc.:
Signature of first witness
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- ------------------------------------
Printed name of first witness J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Its President
▇▇▇ ▇▇▇▇ Industries, Inc.:
-----------------------------------
Signature of second witness
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- ------------------------------------
Printed name of second witness J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Its Vice President
CONSENT AND JOINDER OF GUARANTORS
Each of the undersigned Guarantors consents to and joins in the extension of the
maturity date of $1,300,000 Note and the $200,000 Note from October 1, 1999 to
October 1, 2000 as set forth in the foregoing instrument.
WITNESSES as to all Guarantors: GUARANTORS:
Vision Trust Marketing, Inc.
-----------------------------------
Signature of first witness
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- ------------------------------------
Printed name of first witness J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Its President
▇▇▇ ▇▇▇▇ Industries of Nevada, Inc.
-----------------------------------
Signature of second witness
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- ------------------------------------
Printed name of second witness J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Its Vice President
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GUARANTORS (CONTINUED):
La-Man Corporation Nevada SEMCO, Inc.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- ------------------------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Its Vice President
Its Chairman
▇. ▇. ▇▇▇▇▇▇▇ Industries, Inc. ▇. ▇. ▇▇▇▇▇▇▇, Corporation
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- ------------------------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Its Vice President
Its Vice President
Certified Maintenance Service, Inc.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Vice President
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me on December 31, 1998 by J.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the:
(1) President of Display Technologies, Inc., a Nevada corporation;
(2) President of Vision Trust Marketing, Inc., a Florida corporation;
(3) Vice President of ▇▇▇ ▇▇▇▇ Industries, Inc., a Florida corporation;
(4) Vice President of ▇▇▇ ▇▇▇▇ Industries of Nevada, Inc., a Nevada
corporation;
(5) Vice President of Nevada SEMCO, Inc., a Nevada corporation;
(6) Vice President of ▇. ▇. ▇▇▇▇▇▇▇, Corporation, a Florida corporation;
(7) Vice President of Certified Maintenance Service, Inc., a Florida
corporation;
(8) Vice President of ▇. ▇. ▇▇▇▇▇▇▇ Industries, Inc., a Florida corporation;
and
(9) Chairman of La-Man Corporation, a Nevada corporation;
on behalf of each corporation. He is (check one) [_] personally known to me
or [_] has produced his Florida driver's license as identification.
-----------------------------------------
Notary Public, State of Florida at Large
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STATE OF FLORIDA
COUNTY OF VOLUSIA
The foregoing instrument was acknowledged before me on _____________________ by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as Executive Vice President of SouthTrust Bank, National
Association, on behalf of the national banking association. He is (check one)
[_] personally known to me or [_] has produced his Florida driver's license
as identification.
-----------------------------------------
Notary Public, State of Florida at Large
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