THE DEED OF TRUST MODIFIED HEREBY SECURES FUTURE ADVANCES AND FUTURE OBLIGATIONS
AND IS GOVERNED BY SECTION 443.055 OF THE REVISED STATUTES OF THE STATE OF
MISSOURI, AS AMENDED FROM TIME TO TIME. THIS DEED OF TRUST SECURES THE PAYMENT
OF PRINCIPAL, INTEREST AND OTHER OBLIGATIONS AS PROVIDED HEREIN AND PERMITTED BY
SECTION 443.055. THE FACE AMOUNT SECURED BY SUCH DEED OF TRUST IS $5,000,000.
AMENDMENT NO. 4
to
FUTURE ADVANCE AND FUTURE OBLIGATION LEASEHOLD DEED OF TRUST
by and between
ITEC ATTRACTIONS, INC.
and
BANK OF AMERICA, N.A.,
formerly NationsBank, N.A., formerly Boatmen's Bank of Southern Missouri
In consideration of their mutual agreements herein and for other
sufficient consideration, the receipt of which is hereby acknowledged, ITEC
Attractions, Inc., a Nevada corporation (successor by merger to International
Tourist Entertainment Corporation, a U.S. Virgin Islands corporation,
hereinafter "Grantor") and Bank of America, N.A., formerly NationsBank, N.A.,
formerly Boatmen's Bank of Southern Missouri ("Beneficiary") agree as follows:
1. Definitions. The term "Original Deed of Trust" means the Future Advance and
Future Obligation Leasehold Deed of Trust dated July 30, 1993, recorded in Book
321 Page 3307 of the real estate records of Taney County, Missouri, as amended
by those certain Modification Agreements dated March 1, 1994, June 1, 1995, and
March 1, 1997 and recorded in Book 324, Page 9594, Book 333, Page 6884, and Book
344, Page 4522 respectively, of the records of the Recorder of Deeds for the
County of Taney, State of Missouri, between Grantor and Beneficiary with respect
to the property more particularly described in Exhibit A, attached hereto. The
term "this Amendment" means this Amendment. Capitalized terms used and not
otherwise defined herein have the meanings defined in the Original Deed of
Trust.
2. Effective Date of this Amendment. This Amendment is effective as of July ___,
2000.
3. Amendments to Deed of Trust.
3.1. The Original Deed of Trust is hereby amended by replacing the amount
"$4,000,000" at the top of the first page with "$5,000,000.00." All references
in the Original Deed of Trust to the "Note" shall be replaced with the "Second
Amended and Restated Revolving Note and the Note and Credit Agreement."
3.2. The first WHEREAS clause of the Original Deed of Trust is amended in
by replacing the words "Ground Lease Agreement entered into between First Party
and TREASURE LAKE R.V. RESORT CAMPING CLUB, INC., a Missouri not-for-profit
corporation, dated July 27, 1993 (hereinafter referred to as the "Lease")" with
the words "Ground Lease Agreements entered into between First Party and TREASURE
LAKE R.V. RESORT CAMPING CLUB, INC., a Missouri not-for-profit corporation,
dated July 27, 1993, _____________, and ________________ (hereinafter
collectively referred to as the "Lease")."
3.3. The Original Deed of Trust is further amended by deleting the first
paragraph on page 2 (beginning with the words "WHEREAS, of even date herewith")
in its entirety and by deleting the fourth paragraph on page 2 (beginning with
the words "IN TRUST, however") in its entirety and replacing it with the
following:
"IN TRUST, however, for the purpose of securing to Third Party the
payment of (i) the principal sum of $200,000.00 plus all accrued
interest to be paid pursuant to the provisions of that certain Second
Amended and Restated Revolving Note (the "Second Amended and Restated
Revolving Note") dated as of July ___, 2000, given by First Party to
Third Party, and the principal sum of $4,687,203 plus all accrued
interest to be paid pursuant to the provisions of that certain Amended
and Restated Term Note and Credit Agreement (the "Note and Credit
Agreement") dated as of July ___, 2000, given by First Party to Third
Party, (ii) any and all other sums due or to become due under the
Second Amended and Restated Revolving Note, the Note and Credit
Agreement, this Deed of Trust or any other Loan Document, (iii) any
future, further or subsequent advances and readvances of principal from
time to time made under the Second Amended and Restated Revolving Note,
the Note and Credit Agreement, this Deed of Trust or any of the other
Loan Documents, (iv) the performance of all of the terms, covenants,
conditions, agreements, obligations and liabilities of First Party
under this Deed of Trust, the Second Amended and Restated Revolving
Note, the Note and Credit Agreement, any deeds of trust or mortgages in
addition to this Deed of Trust now, before or hereafter made by First
Party to secure indebtedness of First Party to Third Party or any
portion thereof, any security agreements, supplemental agreements,
undertakings, instruments, documents or other writings executed by
First Party as a condition to advances under the Amended and Restated
Revolving Note, the Note and Credit Agreement, or otherwise in
connection with any extension of credit to First Party, all chattel
mortgages, pledges, powers of attorney, consents, assignments, notices,
leases and financing statements heretofore, now or hereafter executed
by or on behalf of First Party or any other person or delivered to
Third Party in connection with any indebtedness of First Party to Third
Party and any extensions, renewals, replacements or modifications of
any of the foregoing and/or the Amended and Restated Revolving Note,
the Note and Credit Agreement, or any other document or instrument
executed or given by First Party to Third Party in connection with the
foregoing ("Loan Documents"), and (v) any obligations of First Party to
Third Party or any affiliate or subsidiary of BankAmerica Corporation
under an agreement or agreements between First Party and Third Party or
any affiliate or subsidiary of BankAmerica Corporation, whenever
entered into, under which the exposure of First Party to fluctuations
in interest rates is effectively limited, whether in the form of one or
more interest rate cap, collar, or corridor agreements, interest rate
2
swaps, or the like, or options therefor. Hereinafter the term "Loan
Obligations" shall mean all of the documents, indebtedness and
obligations of First Party to Third Party referred to above."
3.4. The Original Deed of Trust is further amended by replacing the legal
description contained in Exhibit A thereto with the legal description contained
in Exhibit B hereto.
4. Grant of Additional Lien. Grantor hereby GRANTS, BARGAINS AND SELLS, CONVEYS
AND CONFIRMS unto the Trustee Grantor's Leasehold Estate under the Lease, in and
to the Premises, including the Leasehold Estate in the Real Property described
in Exhibit B, attached hereto under the Lease (as that term has been amended
herein), pursuant to the terms of the Original Deed of Trust, as amended hereby.
5. Reaffirmation. Grantor hereby acknowledges and confirms that except as
expressly amended hereby the Original Deed of Trust remains in full force and
effect and is enforceable against Grantor in accordance with its terms, except
to the extent that the enforceability thereof against Grantor may be limited by
bankruptcy, insolvency or other laws affecting the enforceability of creditors
rights generally or by equity principles of general application.
6. Representation. Grantor hereby represents and warrants that its execution of
this Amendment has been duly authorized by the members of Grantor and is binding
on Grantor.
IN WITNESS WHEREOF, the parties hereunto set their hand as of the date
and year first above written.
ITEC ATTRACTIONS, INC., formerly
International Tourist Entertainment Corporation
By:_____________________________
Name:___________________________
Title:____________________________
BANK OF AMERICA, N.A.,
formerly NationsBank, N.A.,
formerly Boatmen's Bank of
Southern Missouri
By:______________________________
Name:____________________________
Title:_____________________________
3
STATE OF MISSOURI )
) SS.
COUNTY OF ____________ )
On this _____ day of July, 2000, before me appeared
____________________ ________________, to me personally known, who, being by me
duly sworn did say that he is the ________________ of ITEC Attractions, Inc.
(the "Corporation") and that the within instrument was signed on behalf of the
Corporation by authority of its board of directors, and acknowledged the within
instrument to be the free act and deed of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal in
the County and State aforesaid, the day and year last above written.
---------------------------------------------------
Notary Public within and for said County and State
My Commission Expires: ___________________________
STATE OF MISSOURI )
) SS.
COUNTY OF ____________ )
On this _____ day of July, 2000, before me appeared
____________________ ________________, to me personally known, who, being by me
duly sworn did say that he is the ________________ of Bank of America, N.A., a
national banking association, and that the within instrument was signed on
behalf of Bank of America, N.A. by authority of its board of directors, and
acknowledged the within instrument to be the free act and deed of Bank of
America, N.A.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal in
the County and State aforesaid, the day and year last above written.
---------------------------------------------------
Notary Public within and for said County and State
My Commission Expires: ___________________________
4
EXHIBIT A
---------
Original Leasehold Parcel No. 1
-------------------------------
A parcel of land located in the SE1/4 of the NW1/4 of Section 35, Township 23
North, Range 22 West in Taney County, Missouri, more particularly described as
follows: Commencing at a 1/2" pin found at the NW corner of the SE1/4 of the
NW1/4 of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx; thence South 00(0) 03'
16" West along the West line of the SE1/4 of the NW1/4 a distance of 706.83 feet
to a 1/2" iron pin found on the North right-of-way of Shepherd of the Hills
Expressway; thence North 81(0) 09' 17" East a distance of 93.00 feet to a 1/2"
pin LS2334 set on the North right-of-way line of Shepherd of the Hills
Expressway for a point of beginning; thence North 05(0) 31' 05" West a distance
of 150.23 feet to a 1/2" pin LS2334 set; thence North 35(0) 01' 25" East a
distance of 148.21 feet to a 1/2" pin LS2334 set; thence North 84(0) 29' 14"
East a distance of 78.83 feet to a 1/2" pin LS2334 set; thence North 24(0) 28'
55" East a distance of 152.10 feet to a 1/2" pin LS2334 set; thence North 20(0)
28' 49" West a distance of 66.57 feet to a 1/2" pin LS2334 set; thence North
09(0) 28' 26" East a distance of 135.60 feet to a 1/2" pin LS2334 set; thence
South 80(0) 31' 38" East a distance of 293.46 feet to a 1/2" pin LS2334 set;
thence South 08(0) 30' 30" East a distance of 96.80 feet to a 1/2" pin LS2334
set; thence South 20(0) 31' 05" East a distance of 160.73 feet to a 1/2" pin
LS2334 set; thence South 6(0) 10' 35" West a distance of 131.93 feet to a 1/2"
pin LS2334 set; thence South 08(0) 30' 30" East a distance of 128.48 feet to a
1/2" pin LS2334 set at the North right-of-way of Shepherd of the Hills
Expressway and the beginning of a non-tangent curve to the left having a radius
of 6705.89 feet, a central angle of 4(0) 57' 01" and a chord bearing South 84(0)
01' 57" West; thence along said curve an arc length of 579.39 feet to the point
of beginning, containing 5.54 acres, more or less. Bearings are based upon the
West line of the SE1/4 of the NW1/4 of Section 35 being South 00(0) 03' 16"
West.
5
EXHIBIT B
---------
Original Leasehold Parcel No. 1
-------------------------------
A parcel of land located in the SE1/4 of the NW1/4 of Section 35, Township 23
North, Range 22 West in Taney County, Missouri, more particularly described as
follows: Commencing at a 1/2" pin found at the NW corner of the SE1/4 of the
NW1/4 of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx; thence South 00(0) 03'
16" West along the West line of the SE1/4 of the NW1/4 a distance of 706.83 feet
to a 1/2" iron pin found on the North right-of-way of Shepherd of the Hills
Expressway; thence North 81(0) 09' 17" East a distance of 93.00 feet to a 1/2"
pin LS2334 set on the North right-of-way line of Shepherd of the Hills
Expressway for a point of beginning; thence North 05(0) 31' 05" West a distance
of 150.23 feet to a 1/2" pin LS2334 set; thence North 35(0) 01' 25" East a
distance of 148.21 feet to a 1/2" pin LS2334 set; thence North 84(0) 29' 14"
East a distance of 78.83 feet to a 1/2" pin LS2334 set; thence North 24(0) 28'
55" East a distance of 152.10 feet to a 1/2" pin LS2334 set; thence North 20(0)
28' 49" West a distance of 66.57 feet to a 1/2" pin LS2334 set; thence North
09(0) 28' 26" East a distance of 135.60 feet to a 1/2" pin LS2334 set; thence
South 80(0) 31' 38" East a distance of 293.46 feet to a 1/2" pin LS2334 set;
thence South 08(0) 30' 30" East a distance of 96.80 feet to a 1/2" pin LS2334
set; thence South 20(0) 31' 05" East a distance of 160.73 feet to a 1/2" pin
LS2334 set; thence South 6(0) 10' 35" West a distance of 131.93 feet to a 1/2"
pin LS2334 set; thence South 08(0) 30' 30" East a distance of 128.48 feet to a
1/2" pin LS2334 set at the North right-of-way of Shepherd of the Hills
Expressway and the beginning of a non-tangent curve to the left having a radius
of 6705.89 feet, a central angle of 4(0) 57' 01" and a chord bearing South 84(0)
01' 57" West; thence along said curve an arc length of 579.39 feet to the point
of beginning, containing 5.54 acres, more or less. Bearings are based upon the
West line of the SE1/4 of the NW1/4 of Section 35 being South 00(0) 03' 16"
West.
Lease Parcel No. 2 (Additional Parking)
---------------------------------------
A tract of land situated in the E1/2 of the NW1/4 of Xxxxxxx 00, Xxxxxxxx 00
Xxxxx, Xxxxx 00 Xxxx, Xxxx of Branson, Taney County, Missouri, being more
particularly described as follows: Beginning at a 5/8" iron pin set by RLS 2190
marking the Northeast corner of the SE1/4 of the NW1/4 of said Section 35, being
the Northwest corner of the Replat Commerce Park West Plat Book 22, at page 42,
a Commercial Subdivision plat recorded in Plat Book 26, at pages 76 through 79
of the records of Taney County, Missouri; thence North 89(0) 05' 52" West, along
the North line of the SE1/4 of the NW1/4 of said Section 35, a distance of
616.85 feet to a point on the East line of proposed parking lot for a New Point
of Beginning; thence South 08(0) 03' 17" East, a distance of 28.96 feet; thence
South 81(0) 56' 43" West, a distance of 144.00 feet; thence South 71(0) 44' 45"
West, a distance of 20.40 feet; thence North 80(0) 04' 26" West, a distance of
98.73 feet; thence South 09(0) 30' 57" West, a distance of 10.34 feet to a point
on the North line of the ITEC lease property; thence North 80(0) 46' 34" West,
along the North line of the ITEC lease property, a distance of 27.35 feet;
thence North 09(0) 55' 34" East, a distance of 10.67 feet; thence North 80(0)
04' 26" West, a distance of 18.00 feet; thence North 09(0) 55' 34" East, a
distance of 62.00 feet; thence South 80(0) 04' 26" East, a distance of 117.00
feet, thence South 86(0) 56' 05" East, a distance of 8.79 feet, thence North
81(0) 56' 43" East, a distance of 162.00 feet; thence South 08(0) 03' 17" East,
a distance of 33.04 feet; to the New Point of Beginning; Containing 0.43 acres
of land, more or less.
6
Lease Parcel No. 3
------------------
A parcel of land situated in the N1/2 of the SE1/4 of the NW1/4 of Section 35,
Township 23 North, Range 22 West, in the city of Branson, Taney County,
Missouri, being more particularly described as follows: Beginning at a 5/8" iron
pin set by RLS 2190 marking the Northeast corner of the SE1/4 of the NW1/4, said
point being the Northwest corner of the Replat Commerce Park West Plat Book 22,
at page 42, a commercial subdivision plat recorded in Plat Book 25, at pages 76
through 79 of the records of Taney County, Missouri; thence South 00(0) 05' 34
East along the West line of said Replat Commerce Park West Plat Book 22, at page
42, a distance of 538.60 feet to a point on the North right-of-way line of the
Shepherd of the Hills Expressway; along the North right-of-way line of the
Shepherd of the Hills Expressway as follows: thence South 87(0) 34' 48" West, a
distance of 317.00 feet; thence Westerly along a 2.2228(0) curve to the right,
43.79 feet (said curve having a radius of 2455.00 feet); thence South 88(0) 36'
07" West, a distance of 287.25 feet; thence Westerly along a 1.6632(0) curve to
the left, 11.97 feet (said curve having a radius of 3445.00 feet) to a point on
the East line of the ITEC Property Lease; thence North 08(0) 45' 26" West,
leaving the North right-of-way line of the Shepherd of the Hills Expressway and
along the East line of the ITEC Property Lease, a distance of 109.84 feet to the
NEW POINT OF BEGINNING; along the East line of the ITEC Property Lease as
follows: thence continuing North 08(0) 45' 26" West, a distance of 14.07 feet;
thence North 05(0) 55' 39" East, a distance of 131.93 feet; thence North 20(0)
46' 01" West, a distance of 160.73 feet, thence North 08(0) 45' 26" West, a
distance of 96.80 feet; thence South 88(0) 34' 53" East, leaving the East line
of the ITEC Property Lease, a distance of 101.49 feet; thence South 20(0) 29'
32" East, a distance of 252.72 feet; thence Southerly along a 66.6230(0) curve
to the right, 125.18 feet (said curve having a radius of 86.00 feet); thence
South 62(0) 54' 26" West, a distance of 98.06 feet; thence Southwesterly along a
89.5247(0) curve to the left, 1.13 feet (said curve having a radius of 64.00
feet) to the New Point of Beginning; containing 0.98 acres of land, more or
less.
7
