$23.
04R05240 ND7 Midland Co.
AL Investors (Saddleridge Lodge 11020550 \ 11043950) Upon recording, this instrument Should be returned to: Walston, Wells, Anderserk Unofficial Copy Kay K. Bains, Esq.
Bains, LLP 1819 5th Avenue North, Suite 1100 Birmingham, Alabama 35203 Midland County C Return to: ND3 DDC 9256 VOL 2349 PG 434 Republic Title of Texas, Inc.
2626 Howell Street, 10th Floor Dallas TX 75204 FIRST AMENDMENT TO DEED OF TRUST AND SECURITY AGREEMENT Midland County Cle THIS FIRST AMENDMENT TO DEED OF TRUST AND SECURITY AGREEMENT (this "Amendment"), is made as of the 30 day of April, 2004, by and between AL INVESTORS MIDLAND LP, a Washington limited partnership, doing business in Texas as Midland AL Investors LP, a Washington limited partnership, doing business in Texas as Lodge at Saddleridge Investors LLC, a Washington limited liability company having an address at AL Investors LLC, c/o Holiday Retirement Corporation, 2250 McGilchrist Street, S.E., Suite 200, Salem, Oregon 97302, Attention: Bruce Thorn (the "Grantor"), and GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation (together with its successors and assigns, the "Beneficiary"), whose address is 200 Witmer Road, Horsham, Pennsylvania 19044.
A.
RECITA Grantor executed for the beromor Beneficiary that certain Deed of Trust and Security Agreement dated as of Decembe 1998, as recorded in the office of the real property records of Midland County, Texas, Tume 1635, Page 459 (the "Deed of Trust"), to secure, among other obligations, a loan the original principal amount of $4,880,000.00 (the "Loan"), as originally evidenced Promissory Note, dated December 30, 1998, as amended by that certain First Amendm to Promissory Note dated as of March 22, 2001, and as amended by
f $4,880,000.00 (the "Loan"), as originally evidenced Promissory Note, dated December 30, 1998, as amended by that certain First Amendm to Promissory Note dated as of March 22, 2001, and as amended by that certain Second Amendment to Promissory Note dated as of August 14, 2003 (the "Original Midland County Clerk Unofficial Copy Note").
them the Deed of Trust.
B.
Midland Grantor and Beneficiary have agreed to amend, restate and bifurcat the Original Note into two separate notes, pursuant to that certain Restatement, Amendment and Bifurcation of Promissory Note (Floating Rate Note) in the principal amount of $4,344,462.63 executed as of the date hereof by Grantor to the order of Beneficiary, and that certain Restatement, Amendment and Bifurcation of Promissory Note (Fixed Rate Note) executed as of the date hereof by Grantor to the order of Beneficiary, in the principal amount of $480,337.37. There has been no increase in the Indebtedness in connection with this Amendment.
AL Investors Midland LP - Saddleridge Lodge Copy C.
the Deed of Trust will be extended to April 1, 2005 DOC 9256 VOL 2349 PG 435 Grantor and Beneficiary agree that the maturity date referenced in Recital A of Section 2.4 of the Loan Agreement.
D.
Beneficiary has agree extension of the Loan upon NOW n certain conditio Clerk of Trust as follows: same may again be extended pursuant to permit the bifurcation, restatement, amendment and one of which is the execution of this Amendment.
AGREEMENT amend the EFORE, in consideration of the Recitals, Grantor and Beneficiary hereby Midland County 2.
Recital A is hereby deleted and replaced with the following: Midland County Cle
Amendment.
AGREEMENT amend the EFORE, in consideration of the Recitals, Grantor and Beneficiary hereby Midland County 2.
Recital A is hereby deleted and replaced with the following: Midland County Cle "Grantor is indebted to Beneficiary for money loaned in the original principal sum of Four Million Eight Hundred Eighty Thousand and No/100 Dollars ($4,880,000.00) (the "Loan"), originally evidenced by that certain promissory note dated as of December 30, 1998, from Grantor, payable to the order of Beneficiary, as amended by that certain First Amendment to Promissory Note dated as of March 22, 2001, as amended by that certain Second Amendment to Promissory Note dated as of August 14, 2003 (the "Original Note"), and as now evidenced by that certain Restatement, Amendment and Bifurcation of Promissory Note (Floating Rate Note) (the "Floating Rate Note"), dated as of April 30, 2004, in the principal amount of $4,344,462.63, and that certain Restatement, Amendment and Bifurcation of Promissory Note (Fixed Rate Note) (the "Fixed Rate Note"), dated as of April 30, 2004, in the principal amount of $480,337.37, from Grantor, payable principal and/or interest three order of Beneficiary in installments of 2005, unless the date of such of the Loan Agreement Clerk Unofficial deleting final installment being due on April 1, installment is extended pursuant to Section 2.4 Section 1(e), he definition of "Collateral Agreements" is hereby amended by Ahrase "of even date herewith" and replacing it with " April 30, 2004.
Midland Coun 4.
Section 1(m), the definition of "Guaranty Agreement" is hereby amended deleting the phrase "of even date herewith" and replacing it with " 2004."
Midland County Cle Section 1(u), the definition of "Loan Agreement" is hereby deleted and replaced
reement" is hereby amended deleting the phrase "of even date herewith" and replacing it with " 2004."
Midland County Cle Section 1(u), the definition of "Loan Agreement" is hereby deleted and replaced with the following: "(u) "Loan Agreement" means that certain Amended and Restated Loan Agreement dated as of April 30, 2004 by and among Grantor, Beneficiary and other parties thereto, executed in restatement and amendment of that certain Loan Agreement by and among Grantor, Beneficiary and other parties thereto, dated as of December 30, 1998, as amended by that certain First Amendment to Loan AL Investors Midland LP - Saddleridge Lodge 2 Copy Agreement, dated as of March 22, Amendment to Loan Agreement, 20 •COPY DOC 9256 VOL 2349 PG 436 as amended by that certain Second of March 31, 2002, as amended by that certain Third Amendment to Loan Agreement, dated as of August 14, 2003, and as amended by that certat burth Amendment to Loan Agreement dated as of March 12, 2004."
5.
Section 1(y) followi Midland County Clerk. Unofficial 6.
definition of "Note" is hereby deleted and replaced with the "Note" means, jointly, the Floating Rate Note and the Fixed Rate Note each executed in restatement, amendment and bifurcation of the Original each jointly evidencing the Loan, including all schedules, riders endorsements, addenda or amendments together with any renewals, eplacements, substitutions, or extensions thereof."
Midland County Cle nges, Section 4(a) is hereby amended by deleting the first sentence and replacing it with the following two sentences: "Grantor shall deposit with Beneficiary on the day monthly installments of principal and/or interest, or both, are due under the Note (or on another day
replacing it with the following two sentences: "Grantor shall deposit with Beneficiary on the day monthly installments of principal and/or interest, or both, are due under the Note (or on another day designated in writing by Beneficiary), until the Indebtedness is paid in full, an additional amount sufficient to accumulate with Beneficiary the entire sum required to pay, when due, the yearly Taxes. Upon the occurrence of an Event of Default, Grantor shall deposit with Beneficiary on the day monthly installments of principal and/or interest, or both, are due under the Note (or on another day designated in writing by Beneficiary), until the Indebtedness is paid in full, an additional amount sufficient to accurate with Beneficiary the entire sum required to pay, when due (1) to the extent applicable, the yearly water and sewer charges which may be all or any part of the Security Property, (2) the premiums for fire and a hazard insurance, rent loss insurance and such other insurance as Benefi may require under the Loan Agreement, and (3) amounts for other charges and expenses which Beneficiary at any time reasonably deems protect the Security Property, to prevent the imposition of liens on the Security Property, or otherwise to protect Beneficiary's interests, all as estimated from time to time by Beneficiary, plus one-sixth of such necessa estimate."
Midland County lerk Un Official C Section 24(d) is hereby amended by deleting and replacing the for the Beneficiary as follows: "If to Beneficiary: GMAC Commercial Mortgage Corporation 200 Witmer Road Horsham, Pennsylvania 19044 Attn: Servicing Department County Cle Maddresses AL Investors Midland LP - Saddleridge Lodge 3 Copy 8.
sylvania 19044 Attn: Servicing Department County Cle Maddresses AL Investors Midland LP - Saddleridge Lodge 3 Copy 8.
With a copy to: official Copy Kay K. Bains, Esq.
Walston, Wells, 1819 5th Avenue & Bains, LLP North, Suite 1100 Mabama 35203" Midland County Clerk Un DOC 9256 VOL 2349 PG 437 hereby amended by adding the following sentence to the end of that "All those claiming by, through, or under Grantor consent to any extension increases in the interest rate or principal amount of the Indebtedness agre Beneficiary and Grantor, their successors and assigns."
Midland County Cle to by Notwithstanding the execution of this Amendment, or any of the amendments to the Loan Documents as of the date hereof (collectively, the "Modifications"), the original indebtedness evidenced by the Original Note and by the other Loan Documents executed together with the Original Note, all security instruments executed in connection with such original indebtedness and all collateral given pursuant thereto, as well as the Guaranty Agreement, are intended to, and shall, continue in full force and effect, as modified (if at all) by the Modifications, and nothing contained in the Modifications is intended to, or shall, be interpreted or construed, to result in a novation of such original indebtedness or a discharge of the collateral given therefor or of the Guaranty Agreement. The parties acknowledge and agree that the aforesaid original indebtedness, all collateral and collateral instruments given therefor, and the Guaranty Agreement, remain in full force and effect, including, without limitation, as modified (if at all) by, and upon the terms set forth in, the Modifications, and are not intended to
for, and the Guaranty Agreement, remain in full force and effect, including, without limitation, as modified (if at all) by, and upon the terms set forth in, the Modifications, and are not intended to be, and have not been, novated by, the Modifications Amendment is intended only as an amendment of the Deed of Trust. In executing this reaffirms its obligations under the Deed acknowledges and reaffirms the Amendment, and, as security Security Property, and Unofficial Amendment, the Grantor acknowledges and Trust, as amended by this Amendment, and it anon in effect of the lien of the Deed of Trust, by this the Indebtedness, it reaffirms its grant, bargain, sale, lerk Unoff conveyance, assignment, trafer, mortgage, pledge, and setting over unto the Trustee of the security of the Indebtedness, it further irrevocably re-grants, rebargains, re-sells, re unto the hereby ruste conveys, re-assigns, re-transfers, re-mortgages, re-pledges and re-sets over Midass He Security Property with mortgage covenants. Except as expressly amended of Trust shall remain in full force and effect in accordance with its terms.
The Grantor acknowledges and agrees that there are no offsets or County Cle es to the set forth in the Deed of Trust, as hereby amended, and represents WHY there are no Events of Default existing on the date hereof, nor are there any facts or consequences which will or would reasonably be expected as of the date hereof to lead to an Event of Default under the Deed of Trust.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] AL Investors Midland LP - Saddleridge Lodge 4 Copy DOC 9256 VOL 2349 PG 438 IN WITNESS WHEREOF, this Amendmen as of the day and year first written above.
PLEASE BE ADVISED THAT
ortgage - 1st Amend.doc AL Investors Midland LP - Saddleridge Lodge 4 Copy DOC 9256 VOL 2349 PG 438 IN WITNESS WHEREOF, this Amendmen as of the day and year first written above.
PLEASE BE ADVISED THAT LOAN MONEY, EXTEND OF A DEBT ARE Copy Been duly executed by the undersigned AGREEMENTS OR ORAL COMMITMENTS TO REDIT, OR FOREBEAR FROM ENFORCING REPAYMENT Midland County NENTORCEABLE UNDER WASHINGTON LAW.
Name Markt. Burnham Дешивки Name: Lankkuar STATE OF Oregon COUNTY OF Marion GRANTOR: Midland County Cle AL INVESTORS MIDLAND LP, doing business in Texas as Midland Investors LP, a Washington limited company By: Saddleridge Lodge Investors LLC, doing business in Texas as Lodge at Saddleridge Investors LLC, a Washington limited liability company Its: General Partner By: AL Investors LLC, a Delaware limited liability company Its: Sole Member By Name: Norman L. Brenden Title: Manager [Seal] acknowledged that said person on oath stated that said person Midland County Clerk Unofficial Copy I certify that I know or have sastatory evidence that NORMAN L. BRENDEN is the person who appeared before me, and said was authorized to execute the in limited liability company LODGE INVESTOR company, which in Texas as instrume ment and acknowledged it as the Manager of AL INVESTORS LLC, a limited liability company is the Sole Member of SADDLERIDGE (d/b in Texas as Lodge at Saddleridge Investors LLC), a limited liability imad liability company is the General Partner of AL INVESTORS MIDLAND LP (d/b nd AL Investors LP), the limited partnership which executed the within and foregoing be the free and voluntary act of such party for the uses and purposes mentioned in the Dated this 16+ day of April, 2004.
OFFICIAL SEAL ROBIN R. BOYD NOTARY PUBLIC-OREGON COMMISSION NO. 358227
regoing be the free and voluntary act of such party for the uses and purposes mentioned in the Dated this 16+ day of April, 2004.
OFFICIAL SEAL ROBIN R. BOYD NOTARY PUBLIC-OREGON COMMISSION NO. 358227 MY COMMISSION EXPIRES JULY 13, 2006 Rodina (Signature of Notary) Midland County Cle Robin R. Boyd (Legibly Print or Stamp Name of Notary) Oregon Notary public in and for the state of Washington, residing at Salem, Oregon My appointment expires July 13, 2004 AL Investors Midland LP - Saddleridge Lodge Copy IN WITNESS WHEREOF, this Amendment has been duly executed by the undersigned as of the day and year first written above.
PLEASE BE ADVISED THAT ORAL LOAN MONEY, EXTEND CREDIT ficial Copye EEMENTS OR ORAL COMMITMENTS TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE UNENFORCADE UNDER WASHINGTON LAW.
WITNES Midland County Clerk cole о Name: Nicole D. Pern Name: Crissa K Randolp BENEFICIARY: GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation Midland County Cle 9256 VOL 2349 PG 439 Dild [Seal] By Name: Laura Y, McDonald Title: Senior Vice President DOC STATE OF ALABAMA COUNTY OF JEFFERSON ) )ss: ) I certify that I know or have satisfactory evidence that LAURA Y. MCDONALD is the person who appeared before me, and said person acknowledged that said person on oath stated that said person was authorized to execute the instrument and acknowledged it as the Senior Vice President of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation, which executed the within and foregoing instrument, to be the free and voluntary act of such party for the uses and purposes mention the instrument.
Dated this 19th Midland County Clerk Ung AL: PU GION.
Anne Lis (Signature of Notary) Aimee L Simms
ent, to be the free and voluntary act of such party for the uses and purposes mention the instrument.
Dated this 19th Midland County Clerk Ung AL: PU GION.
Anne Lis (Signature of Notary) Aimee L Simms (Legibly Print or Stamp Name of Notary) Midland County Cle Notary public in and for the state.
residing in Birmingham, Alabama My appointment expires bama, AL Investors Midland LP - Saddleridge Lodge NOTARY PUBLIC STATE OF ALABAMA AT LARGE MY COMMISSION EXPIRES: Jan 22, 2008 BONDED THRU NOTARY PUBLIC UNDERWRITERS Copy Exhibit A SADDLERIDGE LODGE DESCRIPTION Being LOT THREE-A (3-A), BLOCK ELGET (8), CORRECTED PLAT OF POLO PARK SECTION 12, an addition to the of Midland, Midland County, Texas, according to the map or plat thereof, Cabine: F, Page 107, Plat Records, Midland County, Texas, feed on Exhibit A attached hereto and made a part hereof for all and more particularly purposes.
Midland County Clerk Unofficial Copy DOC idland County Cle Midland County Clerk Unofficial Copy PAGE 1 of 2 Copy 9256 2349 PG 440 Midland County Cle SADDLERIDGE LODGE LEGAL DESCRIPTION (Cont.)
EXHIBIT BEING LOT 3-A, BLOCK 8, CORRECTED Copy ADDITION TO THE CITY OF MIDLER OLD POLO PARK, SECTION 12, AN THE MAP OR PLAT THEREOF, MIDLAND COUNTY, TEXAS ACCORDING TO RECORDS, MIDLAND COUED IN CABINET "F", PAGE 107, PLAT FOLLOWS: AS MORE PARTICULARLY DESCRIBED AS FIELD NOTES OF. 3.217 ACRE TRACT OF LAND OUT OF SECTION 3, BLOCK "X", H.P. HILLIAR URVEY, MIDLAND COUNTY, TEXAS: Midland County Clerk at a found Texas Department of Transportation concrete right-of-way monum northem boundary of Loop No. 250, located in Section 3, Block "X", H.P. Hounty Cle Midland County Cle Survey,
and County Clerk at a found Texas Department of Transportation concrete right-of-way monum northem boundary of Loop No. 250, located in Section 3, Block "X", H.P. Hounty Cle Midland County Cle Survey, Midland County, Texas, and in the southwest corner of Lot 3A, Block 8, Correct Section 12, as recorded in Cabinet "F", Page 107, Midland County Plat Records, for the southwest corner this tract; from which the southwest corner of said Section 3 bears $ 74°53'08" W, 1338.61 feet and S 15°20'52" E, 311.49 feet; at of THENCE N 15°06'52" W, along the common boundary of Lot 3A and 3B, Block 8 of said Corrected Plat of Polo Park, Section 12, 332.01 feet to a found ½ inch iron rod in the southern boundary of a 2.0 foot Common Area for the northwest corner this tract; THENCE N 74°53'08" E, along the southern boundary of said 2.0 foot Common Area, 424.48 feet to a found ½-inch iron rod in the western boundary of Polo Parkway for the northeast corner this tract; Copy THENCE S 11°17'53" E, along the western boundary of Polo Parkway, 324.22 feet to a found ½-inch iron rod in the western boundary of Polo Parkway and the northern boundary of a Common Area, as recorded in Volume 1125, 88, Midland County Deed Records, for the most easterly southeast corner this tracts THENCE S 74°53'08" W, ½-inch iron rod for a corner his tract; northern boundary of a Common Area, 75.60 feet to a found Midland County Clerk Unofficial c ½-inch iron this THENCE S 118158 Ĕ, along the western boundary of a Common Area, 30.35 feet to a found in the northern boundary of Loop No. 250 for the most southern southeast corner Midland County Cle ENCE S 78°42'07" W, along the northern boundary of Loop No. 250, 325.92 Place of Beginning and containing 3.217 acres of land.
PAGE 2 of 2 Copy DOC 9256 VOL 2349 PG 441
heast corner Midland County Cle ENCE S 78°42'07" W, along the northern boundary of Loop No. 250, 325.92 Place of Beginning and containing 3.217 acres of land.
PAGE 2 of 2 Copy DOC 9256 VOL 2349 PG 441 Midland County Clerk Unofficial Copy DOC 9256 VOL 2349 PG 442 Midland County Clerk Unofficial Copy COUNTY TEXAS CLERK COUN NTY OF STATE OF TEXAS COUNTY OF MIDLAND I hereby certify that this instrument was FILED on the date and at the time stamped hereon by me and was duly RECORDED in the volume and Page of the named RECORDS of Midland County, Texas, as stamped hereon by me, County clerk Midland County Cle FILED FOR RECORD IN Midland County Shauna Brown COUNTY CLERK ON: May 06.2004 AT 04:01P Recording 05 Document Number: 9256 28.00 Total Fees Receipt Number 159640 By, Vangie Montemayor, Deputy and County Cle Midland County, Texas Copy