JPMORGAN CHASE BANK, N.A. MODIFICATION, RENEWAL AND EXTENSION OF NOTE, LIENS AND CREDIT AGREEMENT
Exhibit
10.39
JPMORGAN
CHASE BANK, N.A.
MODIFICATION, RENEWAL AND
EXTENSION
OF NOTE, LIENS AND CREDIT
AGREEMENT
This Modification, Renewal and
Extension of Note, Liens and Credit Agreement (herein referred to as this
“Agreement”) is being executed on this 8th day of May, 2009, to be effective
April 15, 2009 (herein referred to as the “Effective Date”) by and among ▇▇▇▇
SECURITY PRODUCTS, INC., a Delaware corporation (herein referred to as “Maker”)
whose current address is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ CAR WASH ARIZONA, INC. d/b/a GENIE CAR WASH
(herein referred to as “Mace Car Wash”) whose address is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, COLONIAL FULL SERVICE CAR
WASH, INC. (herein referred to as “Colonial”) whose address is ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ SECURITY
INTERNATIONAL, INC. (herein referred to as “Mace Security”) whose address is ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and JPMORGAN
CHASE BANK, N.A., a national banking association, and its successors and
assigns, successor by merger to Bank One, N.A. (herein referred to as “Bank”)
whose current address is ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇.
RECITALS:
WHEREAS, on the 15th day of
September, 2004, Maker did execute that one certain Promissory Note (herein
referred to as the “Note”) in the original principal amount of $825,000.00
payable to the order of Bank, secured by, inter alia, Deed of Trust, Security
Agreement and Assignment of Rents and Leases of even date therewith to ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, Trustee, covering the property described therein and including the
property described in Exhibit
“A” attached hereto and incorporated herein by reference for all purposes
(herein referred to as the “Property”), said Deed of Trust being recorded in
Volume 2004188, Page 14376 , Real Property Records, Dallas County, Texas (herein
referred to as the “Deed of Trust”); and
WHEREAS in connection with the
execution of the Note and Deed of Trust, Mace Car Wash, Colonial, ▇▇▇▇ Security,
Eager Beaver Car Wash, Inc. (“Eager Beaver”) and Mace Truck Wash d/ba/ Red Baron
Truck Wash (“Mace Truck”, and said Mace Car Wash, Colonial, ▇▇▇▇ Security, Eager
Beaver and Mace Truck being collectively referred to herein as the “Guarantors”)
did execute their respective Guaranty Agreements guaranteeing the payment of the
Note (herein referred to as the “Original Guaranties”); and
Modification,
Renewal and Extension of Note and Liens – Page 1
WHEREAS, Maker and Bank did
execute that one certain Credit Agreement dated October 31, 2006 (herein
referred to as the “Credit Agreement”, and said Note, Deed of Trust, the
Original Guaranties, the Credit Agreement, this Agreement and all other
documents executed in connection therewith being collectively referred to herein
as the “Loan Documents”); and
WHEREAS, Maker has requested that Bank
extend the maturity date of the Note and to modify certain other provisions
contained in the Loan Documents, and Bank, being the legal owner and holder of
the Note and the liens securing the Note, is agreeable thereto subject to
certain terms and provisions.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained in this Agreement and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in further consideration of the modification of the Loan
Documents as set forth below, Maker and Bank hereby agree as
follows:
1. Note
Balance. Borrower and Bank
hereby acknowledge and agree that the outstanding principal balance of the Note
as of the Effective Date hereof is $649,549.63. Borrower hereby
promises to pay all sums due under the Note and the Loan Documents.
2. Maturity
Date. The maturity date of the Note shall be extended to April
15, 2012 (the “Extended Maturity Date”).
Modification,
Renewal and Extension of Note and Liens – Page 2
3. Interest
Rate. Interest on the unpaid principal balance of the Note
shall accrue at the rate which shall from day to day be equal to the rate of
00.95% per annum (the “Applicable Margin”) above the Chase Bank Floating Rate
(“CBFR”) (as hereinafter defined) computed on the basis of a 360 day year unless
that calculation would result in a usurious interest rate, in which case
interest will be calculated on the basis of a 365 or 366 day year, as the case
may be (the “Note Rate”), and at a rate of 3.00% per annum above the Note Rate,
at the Bank’s option, upon the occurrence of any default under the Note, whether
or not the Bank elects to accelerate the maturity of the Note, from the date of
such increased rate is imposed by Bank. As used herein, CBFR shall
mean the Prime Rate (as hereinafter defined); provided that the CBFR shall,
on any day, not be less than the Adjusted One Month LIBOR Rate (as hereinafter
defined). The CBFR is a variable rate and any change in the CBFR due
to any change in the Prime Rate or the Adjusted One Month LIBOR Rate is
effective from and including the effective date of such change in the Prime Rate
or the Adjusted One Month LIBOR Rate, respectively. As used herein,
Prime Rate means the rate of interest per annum announced from time to time by
the Bank as its prime rate. The Prime Rate is a variable rate and
each change in the Prime Rate is effective from and including the date the
change is announced as being effective. THE PRIME RATE IS A REFERENCE
RATE AND MAY NOT BE THE BANK’S LOWEST RATE. As used herein, Adjusted
One Month LIBOR Rate means, for any day, the sum of (i) 2.50% per annum plus
(ii) the quotient of (a) the interest rate determined by the Bank by reference
to the Page (as hereinafter defined) to be the rate at approximately 11:00 a.m.
London time, on such date or, if such date is not a Business Day (as hereinafter
defined), on the immediately preceding Business Day for dollar deposits with a
maturity equal to one (1) month divided by (b) one minus the Reserve Requirement
(as hereinafter defined)(expressed as a decimal) applicable to dollar deposits
in the London interbank market with a maturity equal to one (1)
month. As used herein Page means Reuters Screen LIBOR01
formerly known as Page 3750 of the Moneyline Telerate Service (together with any
successor or substitute, the “Service”) or any successor or substitute page of
the Service providing rate quotations comparable to those currently provided on
such page of the Service, as determined by the Bank from time to time for
purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market. As used herein Business Day means (i)
with respect to the Adjusted One Month LIBOR Rate, a day (other than a Saturday
or Sunday) on which banks generally are open in Texas and/or New York for the
conduct of substantially all of their commercial lending activities and on which
dealings in United States dollars are carried on in the London interbank market
and (ii) for all other purposes, a day other than a Saturday, Sunday or any
other day on which national banking associations are authorized to be
closed. As used herein Reserve Requirement means the maximum
aggregate reserve requirement (including all basic, supplemental, marginal and
other reserves) which is imposed under Regulation D (as hereinafter
defined). As used herein Regulation D means Regulation D of the Board
of Governors of the Federal Reserve System as from time to time in effect and
any successor thereto or other regulation or official interpretation of said
Board of Governors relating to reserve requirements applicable to member banks
of the Federal Reserve System. The Bank’s determination of such CBFR
shall be conclusive. Such rate shall fluctuate automatically upward
and downward, without notice to Maker or any other party.
4. Payment
Terms. From and after the Effective Date, the Note shall be
amortized on the basis of a 134 month straightline amortization (the
“Amortization Period”) payable in monthly installments of $4,847.38 each, plus
interest, commencing on the 15th day of
May, 2009 and continuing on the same day of each month thereafter through the
Extended Maturity Date. Interest shall be adjusted with each change
in the CBFR. Each such payment shall be applied first to accrued but
unpaid interest and then to principal.
5. Release
of Guarantors/Reaffirmation of Guaranty. It is agreed by and
between Maker and Bank that Eager Beaver and Mace Truck shall be released as
Guarantors on the Note and hereinafter the said Eager Beaver and Mace Truck
shall not be included in the definition of Guarantors. All other
Guarantors herein reaffirm their liability to Bank under their respective
Guaranties and hereby acknowledge and agree that neither this Agreement nor any
documents executed in connection herewith or in connection with the Loan
Documents, shall in any way affect, impair or diminish Guarantors’ obligations
or Bank’s rights and remedies as provided in the Guaranties.
Modification,
Renewal and Extension of Note and Liens – Page 3
6.
Modification
of Credit Agreement.
(A). Paragraph
1. of the Credit Agreement entitled “Credit Facilities” is hereby
deleted and the following is substituted in its place, to-wit:
“1. Credit
Facilities.
1.1 Scope. This
agreement, unless otherwise agreed to in writing by the Bank and the Borrower or
prohibited by applicable law, governs the Liabilities, as defined below,
including but not limited to, the following described promissory
notes:
1.2 Facility A (Line of
Credit). The Bank agrees to extend credit to the Borrower in
the original principal sum not to exceed $500,000.00 in the aggregate at any one
time outstanding (“Facility A”). Credit under Facility A shall be
repayable as set forth in a Line of Credit Note executed concurrently with the
agreement and any renewals, modifications, extensions, rearrangements,
restatements thereof and replacements or substitutions therefore. The
proceeds of Facility A shall be used for the following purpose: support working
capital
1.3 Facility B (Term
Loan). The Bank agrees to extend credit to the Borrower in the
form of the modification of a loan in the original principal sum of Eight
Hundred Twenty-Five Thousand and No/100 Dollars ($825,000.00) (“Facility B”),
bearing interest and payable as set forth in the Note dated September 15, 2004
as modified or amended by any renewals, modifications or extensions thereof,
including, but not limited to that certain Modification, Renewal and Extension
of Note and Lien dated as of April 15, 2009. The security for
Facility B is a lien on ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Addition, an Addition to
the City of Farmers Branch, Dallas County, Texas.”
(B).
Paragraph 5.2N of the Credit Agreement entitled “Liquidity” is hereby deleted
and the following is substituted in its place, to-wit:
“N. Liquidity. Permit
at any time the total of cash and marketable securities of ▇▇▇▇ Security
International, Inc. to be less than $3,000,000.00.”
Modification,
Renewal and Extension of Note and Liens – Page 4
7. Acknowledgment
by Maker. Maker agrees that
all terms and provisions of the Note, the Deed of Trust, the Credit Agreement,
and any and all other instruments creating or affixing the liens securing the
Note shall be and remain in full force and effect as written, except as
otherwise expressly provided in this Agreement. Maker agrees that
this extension of the maturity date and rearrangement of the payment terms on
the Note shall in no manner affect or impair said Note and the liens securing
same and that said liens shall in no manner be waived, the purpose of this
instrument being simply to extend the maturity date of the Note and to rearrange
the time or manner of payment of said Note. All of the Property as
described in the Deed of Trust shall remain in all respects subject to the lien,
charge, or encumbrance of the Deed of Trust and nothing contained in this
Agreement and nothing done pursuant to this Agreement shall affect or be
construed to affect the lien, charge, or encumbrance of the Deed of Trust or the
priority of the Deed of Trust over any other liens, charges, or encumbrances, or
to release or affect the liability of any party or parties who may now or
subsequently be liable under or on account of the Note or the Deed of Trust, nor
shall anything contained in this Agreement or done in pursuance of this
Agreement affect or be construed to affect any other security for the Note held
by Bank. Nothing contained in this Agreement shall operate to release
Maker from its liability to keep and perform all of the terms, conditions,
obligations, and agreements contained in the Note and the Deed of Trust, except
as expressly modified in this Agreement, and nothing contained in this Agreement
shall operate to release any Guarantors from his, its, or their liability
pursuant to its/his/their Guaranties, except as stated herein. It is
expressly understood and agreed that failure to pay the indebtedness evidenced
by the Note and this Agreement when due shall constitute default under this
Agreement. An event of default under this Agreement shall also exist
upon any Maker’s death, incapacity, dissolution, merger, consolidation,
termination of existence, insolvency, business failure, appointment of a
receiver, commission of an act of bankruptcy, assignment for the benefit of
creditors, or a material adverse change in the financial condition of Maker or
the commencement of any bankruptcy or insolvency related proceeding by or
against the Maker, any guarantor, or any other person or entity directly or
indirectly liable for the repayment of the indebtedness of the
Note. Upon any such default, and without waiving any other rights
under the Note, this Agreement, or any other instrument executed in connection
with the Note, Bank may, at its option, exercise any or all rights, powers, and
remedies afforded under all security instruments securing the Note and by law,
including the right to declare the unpaid balance of principal and accrued
interest on the Note immediately due and payable.
8. Cross
Default/Cross Collateralization. Notwithstanding any provision
contained herein or elsewhere in the Loan Documents to the contrary, Maker
acknowledges and agrees that the liens created in the Loan Documents securing
the Note and all other liens executed in connection therewith shall additionally
secure all indebtedness owing by Maker and ▇▇▇▇ Security to
Bank. Until the Note is paid in full, the reduction of, or payment in
full of, any or all such other indebtedness or the absence of any indebtedness
owed by Maker and/or ▇▇▇▇ Security to Bank at or during any particular period of
time shall not affect the continuing validity and effect of the Loan Documents
securing the Note as to other indebtedness of Maker and/or ▇▇▇▇
Security. Maker acknowledges and agrees that in the event Maker
becomes in default hereunder, such default shall also constitute an event of
default under other existing or future indebtedness of Maker and/or ▇▇▇▇
Security owing to Bank. Maker further acknowledges that in the event
Maker or ▇▇▇▇ Security becomes in default under any other indebtedness owing to
Bank, such default shall also constitute an event of default hereunder and shall
entitle Bank, at Bank’s option to pursue its remedies hereunder.
9. Release
and Waiver of Claims. As a material
inducement to Bank to execute and deliver this Agreement, Maker hereby declares
that Maker has no set-offs, claims, counterclaims, defenses, or other causes of
action whatsoever against Bank or any of Bank’s officers, directors, employees,
agents, or representatives arising out of the loan evidenced by the Note, the
renewal, modification, and extension of such loan, any documents executed in
connection with the Note, or otherwise. To the extent any such
set-offs, claims, counterclaims, defenses, or other causes of action may exist,
whether known or unknown, such items hereby are forever RELEASED, DISCHARGED,
AND WAIVED by Maker.
Modification,
Renewal and Extension of Note and Liens – Page 5
10. Usury. Regardless of any
provision contained in the Note, this Agreement, or in any other document
executed in connection with the Note, Bank shall never be entitled to receive,
collect, or apply, as interest on the Note, any amount in excess of the maximum
amount permitted under applicable law (the “Highest Lawful Rate”), and in the
event Bank ever receives, collects, or applies, as interest, any such excess,
such amount shall be deemed a partial prepayment of principal, and, if the
principal of the Note is paid in full, any remaining excess shall immediately be
refunded to the payor. In determining whether or not the interest
paid or payable, under any specific contingency, exceeds the Highest Lawful
Rate, Maker and Bank shall, to the maximum extent permitted by law, (a)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest; (b) exclude voluntary prepayment and the effects of such; and (c)
amortize, prorate, allocate, and spread, in equal parts, the total amount of
interest throughout the entire contemplated term of the Note so that the
Interest Rate is uniform throughout the entire term of the Note, including all
renewals and extensions of the Note.
11. Costs and
Expenses. Contemporaneously
with the execution and delivery of this Agreement and to the extent not
prohibited by law, Maker will pay, or reimburse Bank for, all costs and
expenses, of every character, incurred or expended from time to time (including,
but not limited to, the fees and expenses of legal counsel for Bank) in
connection with the negotiation, preparation, execution, filing, recording,
refiling, and re-recording of this Agreement and all related financing
statements, and the making, servicing, and collection of the debt secured by
this Agreement; any and all stamp, mortgage and recording taxes; the costs of
any title insurance or lien insurance purchased by Bank in connection with this
Agreement; all costs of negotiation, preparation, execution and delivery of any
and all amendments, modifications, supplements, consents, waivers, or other
documents or writings relating to the transactions contemplated by this
Agreement; and all costs (including attorneys’ fees) of reviewing title opinions
and security opinions relating to the debt secured by this
Agreement. Maker will reimburse Bank for all amounts expended by Bank
to satisfy any obligation of Maker under this Agreement or to protect the
Property. In addition, whether or not a default shall have occurred,
Maker will pay, or reimburse Bank for, all costs and expenses, of every
character incurred or expended from time to time in connection with evaluation,
monitoring, administration and protection of the Property, the exercise of Bank
of any of its rights and remedies under this Agreement or at law (including, but
not limited to, all appraisal fees, consulting fees, brokerage fees and
commissions, insurance premiums, Uniform Commercial Code search fees, fees
incident to title searches and reports, investigation costs, escrow fees,
attorneys’ fees, legal expenses, fees of auditors and accountants, court costs,
fees of governmental authorities, auctioneer fees and expenses, and all fees and
expenses incurred in connection with the marshalling, guarding management,
operation, removal, maintenance, cleanup, storage, auction and liquidation of
the Property. Any amount to be paid or reimbursed by Maker to Bank
shall be a demand obligation owing by Maker to Bank and, to the extent not
prohibited by law, shall bear interest from the date of expenditure by Bank
until paid at the same rate provided for past-due principal and interest in the
principal obligation (the “Past Due Rate”). The principal obligation
shall be (1) the Note secured by the Deed of Trust; (2) if more than one note is
secured, the note with the largest face amount; and (3) if no note is secured,
the obligation with the largest face amount.
Modification,
Renewal and Extension of Note and Liens – Page 6
12. Additional
Documentation. From time to
time, Maker shall execute or procure and deliver to Bank such other and further
documents and instruments evidencing, securing, or pertaining to the Note or the
other Loan Documents executed in connection with the Note, as shall be
reasonably requested by Bank so as to evidence or effect the terms and
provisions of this Agreement. Such documents shall specifically
include, but not be limited to, such financial statements and other financial
information of Maker in such form and detail as Bank may request from time to
time. Upon Bank’s request, Maker shall cause to be delivered to Bank
an opinion of counsel, satisfactory to Bank as to form, substance, and rendering
attorney, opining to the validity and enforceability of this Agreement, and the
terms and provisions of this Agreement, and any other agreement executed in
connection with the transaction contemplated by this Agreement.
13. Governing
Law and Time. The terms and
provisions of this Agreement shall be governed by and construed in accordance
with the laws of the State of Texas, except to the extent that United States
federal law permits the Bank to charge, receive, or collect a greater amount of
interest. Time is of the essence in the performance of the covenants
contained in this Agreement and in the other loan documents executed in
connection with the Note.
14. Government
Regulation. Maker shall not
(1) be or become subject at any time to any law, regulation, or list of any
governmental agency (including, without limitation, the U.S. Office of Foreign
Asset Control list) that prohibits or limits Bank from making any advance or
extension of credit to Maker or from otherwise conducting business with Maker,
or (2) fail to provide documentary and other evidence of Maker’s identity as may
be requested by Bank at any time to enable Bank to verify Maker’s identity or to
comply with any applicable law or regulation, including, without limitation,
Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
15. Information
Sharing/Assignment of Note. Maker agrees that
the Bank may provide any information or knowledge that Bank may have about the
Maker or about any matter relating to the Note or any of the documents executed
in connection with the Note to the Bank, or any of its subsidiaries or
affiliates or their successors, or to any one or more purchasers or potential
purchasers or the Note or any of the documents executed in connection with the
Note. The Maker agrees that the Bank may at any time sell, assign or
transfer one or more interests or participations in all or any part of it rights
and obligations in the Note to one or more purchasers whether or not related to
Bank.
Modification,
Renewal and Extension of Note and Liens – Page 7
16. Loan
Purpose. Maker warrants
and represents to Bank that (a) all loans evidenced by the Note are and shall be
“business loans”, as such term is used in the Depository Institutions
Deregulation and Monetary Control Act of 1980, as amended, and (b) such loans
are for a business, commercial, investment, agricultural, or other similar
purposes, and not primarily for personal, family, or household use, as such
terms are used in Chapter 303, Texas
Finance
Code,
as amended.
17. Severability. In case any of
the provisions of this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement, and this Agreement shall
be construed as if such invalid, illegal, or unenforceable provision had never
been contained in this Agreement.
18. Multiple
Originals. This Agreement
may be executed in multiple counterparts, each of which shall constitute an
original for all purposes, but all of which shall constitute one and the same
agreement.
19. No
Further Agreements. Maker
acknowledges and agrees that Bank is under no obligation whatsoever to further
renew, extend, or modify the Note. Maker additionally understands and
agrees that upon the maturity of the Note, Maker shall be obligated to pay all
amounts due under the Note, the Deed of Trust, this Agreement, and any other
document executed in connection with the Note, out of Maker’s own assets or out
of proceeds from a third-party loan obtained by Maker. THIS WRITTEN AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
USA PATRIOT ACT
NOTIFICATION
The following notification is provided
to Maker pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C.
Section 5318:
IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person or entity that opens an account,
including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this
means for Maker: When Maker opens an account, if Maker is an
individual Bank will ask for Maker’s name, taxpayer identification number,
residential address, date of birth, and other information that will allow Bank
to identify Maker, and if Maker is not an individual Bank will ask for Maker’s
name, taxpayer identification number, business address, and other information
that will allow Bank to identify Maker. Bank may also ask, if Maker
is an individual to see Maker’s driver’s license or other identifying documents,
and if Maker is not an individual to see Maker’s legal organizational documents
or other identifying documents.
Modification,
Renewal and Extension of Note and Liens – Page 8
WAIVER OF SPECIAL
DAMAGES
THE
MAKER HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE
UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM THE BANK IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES.
JURY
WAIVER
THE
MAKER AND THE BANK (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN
THE MAKER AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT,
THE NOTE OR THE OTHER DOCUMENTS EXECUTED IN CONNECTION WITH THE
NOTE. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE
THE FINANCING EVIDENCED BY THIS AGREEMENT AND THE NOTE.
EXECUTED
on the 8th day of May, 2009 to be effective on the day and year first above
written.
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MAKER:
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▇▇▇▇
SECURITY PRODUCTS, INC., a
Delaware
corporation
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, Treasurer
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GUARANTORS:
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▇▇▇▇
CAR WASH ARIZONA, INC. d/b/a
GENIE
CAR WASH
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, its Treasurer
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Renewal and Extension of Note and Liens – Page 9
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COLONIAL
FULL SERVICE CAR
WASH,
INC.
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, its Treasurer
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▇▇▇▇
SECURITY INTERNATIONAL,
INC.
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, its Treasurer
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BANK:
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JPMORGAN
CHASE BANK, N.A.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇
▇▇▇▇ its Senior V-P
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STATE
OF New Jersey
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§
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§
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COUNTY
OF Burlington
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§
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This instrument was acknowledged before
me on the 8th day of May, 2009, by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Treasurer of ▇▇▇▇
SECURITY PRODUCTS, INC., a Delaware corporation, on behalf of said corporation
and in the capacity therein stated.
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Seal
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Notary
Public in and for the State of New
Jersey
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Modification,
Renewal and Extension of Note and Liens – Page 10
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STATE
OF New Jersey
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§
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§
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COUNTY
OF Burlington
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§
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This instrument was acknowledged before
me on the 8th day of May, 2009, by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Treasurer of ▇▇▇▇ CAR
WASH ARIZONA, INC. d/b/a GENIE CAR WASH, an Arizona corporation, on behalf of
said corporation and in the capacity therein stated.
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Seal
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Notary
Public in and for the State of New
Jersey
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STATE
OF New Jersey
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§
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§
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COUNTY
OF Burlington
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§
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This instrument was acknowledged before
me on the 8th day of May, 2009, by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Treasurer of COLONIAL
FULL SERVICE CAR WASH, INC., a Texas corporation, on behalf of said corporation
and in the capacity therein stated.
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Seal
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Notary
Public in and for the State of New
Jersey
|
|||
|
STATE
OF New Jersey
|
§
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§
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||
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COUNTY
OF Burlington
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§
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This instrument was acknowledged before
me on the 8th day of May, 2009, by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Treasurer of ▇▇▇▇
SECURITY INTERNATIONAL, INC., a Delaware corporation, on behalf of said
corporation and in the capacity therein stated.
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Seal
|
/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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||
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Notary
Public in and for the State of New
Jersey
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Modification,
Renewal and Extension of Note and Liens – Page 11
|
STATE
OF TEXAS
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§
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§
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||
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COUNTY
OF TARRANT
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§
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This instrument was acknowledged before
me on the 8th day of May, 2009, by ▇▇▇▇▇ ▇. ▇▇▇▇, Senior VP of JPMORGAN CHASE
BANK, N.A., a national banking association, on behalf of said association and in
the capacity therein stated.
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Seal
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/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Notary
Public in and for the State of
Texas
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AFTER RECORDING, RETURN
TO:
JPMorgan
Chase Bank, N.A.
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Modification,
Renewal and Extension of Note and Liens – Page 12
EXHIBIT
“A”
DESCRIPTION
OF PROPERTY
Lot 1,
Block A, of SIGNATURE STONE ADDITION, an addition to the City of Farmers Branch,
Dallas County, Texas, according to the plat thereof recorded in Volume 2000222,
Page 1794, Map Records, Dallas County, Texas.
Modification,
Renewal and Extension of Note and Liens – Page 13