AMENDMENT TO SENIOR
SUBORDINATED NOTE
THIS AMENDMENT (the “Amendment”),
dated as of this 28 th day of September, 2009 by and between CAPTERRA
FINANCIAL GROUP, INC., formerly know as ACROSS AMERICA REAL ESTATE
CORP., a Colorado corporation, having an office at 1440 Blake
Street, Denver, Colorado 80202 (“Maker”) and GDBA
INVESTMENTS, LLC, a Colorado limited liability company, and the
successor in interest to GDBA INVESTMENTS, LLLP, a Colorado limited
liability limited partnership, having an office at 1440 Blake
Street, Denver, Colorado 80202 (“Holder”).
WHEREAS, Maker has executed and delivered to
Holder a Senior Subordinated Note and a Senior Subordinated
Revolving Note dated September 28, 2006(the
“Notes”) to evidence Maker’s indebtedness to
Holder in the principal amount of Seven Million Dollars
($7,000,000.00); and
WHEREAS, Maker and Holder amended such Senior
Subordinated Note and Senior Subordinated Revolving Note
(“Amendment No. 1”) on May 7, 2007 to further
subordinate the Note to a credit facility to be extended to Maker
by United Western Bank and otherwise modify certain terms and
provisions of the Note; and
WHEREAS, Maker and Holder amended such Senior
Subordinated Note and Senior Subordinated Revolving Note
(“Amendment No. 2”) on August 10, 2007 to
waive a negative covenant which listed an “Event of
Default” under the Note as a net loss under GAAP of greater
than $1,000,000 in any calendar quarter; and
WHEREAS, Maker and Holder amended such Senior
Subordinated Note and Senior Subordinated Revolving Note
(“Amendment No.&nb
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