Exhibit 10.20
MODIFICATION OF NOTE
AGREEMENT
THIS
MODIFICATION OF NOTE AGREEMENT (the " Agreement "), dated as
of November 11, 2008, is between CONSOLIDATED MORTGAGE, LLC, a
Nevada limited liability company (" Maker ") and DESERT
CAPITAL TRS, INC., a Delaware corporation (" Payee
").
RECITALS:
A. Maker
and Payee entered into that certain Loan Agreement dated as of
November 21, 2007, as amended by that certain First Amendment to
Loan Agreement, dated as of even date herewith (as the same has
been and may be hereafter further amended, supplemented or modified
form time to time, the " Loan Agreement ").
B. Pursuant
to the Loan Agreement, Maker executed that certain Promissory Note
dated as of November 21, 2007, payable to the order of Payee in the
original principal amount of $15,500,000.00 (as the same may
renewed, extended or otherwise modified from time to time, the "
Note ").
C. The
payment and performance of the liabilities and obligations of Maker
under the Loan Documents (as defined in the Loan Agreement),
including without limitation, the indebtedness evidenced by the
Note, are secured by that certain Pledge Agreement dated November
21, 2007 between Sandstone Equity Investors, LLC, a Delaware
limited liability company (" Sandstone ") (such Pledge
Agreement as the same may be amended, supplemented or modified from
time to time is hereinafter referred to as the " Pledge
Agreement ").
D. Maker
has requested and Payee has agreed to modify certain terms of the
Note subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the premises
herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
ARTICLE I
Definitions
1.1
Definitions . Capitalized terms used in this
Agreement, to the extent not otherwise defined herein, shall have
the same meanings as in the Loan Agreement.
ARTICLE II
Modifications
2.1
Modification of Paragraph 1 . Effective as of the
date hereof, Paragraphs 1(a) and (b) of the Note are hereby amended
and restated to in their respective entireties to read as follows
and Paragraphs 1(c) and (d) are hereby added to the Note to read in
their respective entireties as follows:
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Two (2)
quarterly installments in the principal amount of $387,500 each,
plus accrued and unpaid interest thereon, shall be due and payable,
on March 31, 2008 and June 30, 2008; and thereafter
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Nine (9)
quarterly installments of accrued and unpaid interest on the
outstanding principal balance of this Note shall be due and
payable, with the first such installment to be due and payable on
September 30, 2008, with like successive installments of accrued
and unpaid interest to be due and payable on the last day of each
succeeding calendar quarter thereafter until and including
September 30, 2010; and thereafter
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Twenty-eight
(28) quarterly installments in the principal amount of $387,500
each, plus accrued and unpaid interest thereon, shall be due and
payable, with the first such installment to be due and payable on
December 31, 2010, with like successive installments of principal
plus accrued and unpaid interest to be due and payable on the last
day of each succeeding calendar quarter thereafter until and
including September 30, 2017; and thereafter
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A final
installment in the amount of all outstanding principal, plus all
accrued and unpaid interest thereon shall be due and payable on
December 31, 2017.
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2.2
Modification of Paragraph 2 . Effective as of
July 1, 2008, Paragraph 2 of the Note is hereby amended and
restated to read in its entirety as follows:
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Interest
Rate . Interest on the outstanding and
unpaid principal balance hereof shall be computed at a per annum
rate equal to six percent (6%), but in no event shall interest
contracted for, charged or received hereunder plus any other
charges in connection herewith which constitute interest exceed the
maximum interest permitted by applicable law, said rate to be
effective prior to maturity (however such maturity is brought
about).
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2.3
Renewal and Extension of Indebtedne
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