AMENDMENT NO. 2
to
LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND
LEASES AND SECURITY AGREEMENT,
by and between
ITEC ATTRACTIONS, INC.
and
BANK OF AMERICA, N.A., formerly NationsBank, N.A.
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..
("Beneficiary") agree as follows:
1. Definitions. The term "Original Deed of Trust" means the Leasehold Deed of
Trust, Assignment of Rents and Leases and Security Agreement dated March 9,
1998, recorded as instrument number 10740 in Book 351 Page 7803 of the real
estate records of Taney County, Missouri, as amended by Amendment to Leasehold
Deed of Trust, Assignment of Rents and Leases and Security Agreement dated as of
January 4, 2000, recorded as instrument number ___________ in Book ____ Page
_______ of the real estate records of Taney County, Missouri, between Grantor
and Beneficiary with respect to the property more particularly described in
Exhibit B, 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
"$600,000.00" at the top of the first page with "$5,000,000.00." The Original
Deed of Trust is hereby amended by replacing the amount "$600,000.00" in
paragraph 29 with "$5,000,000.00." All references in the Original Deed of Trust
to the "Amended and Restated Revolving Note" shall be replaced with the "Second
Amended and Restated Revolving Note and the Note and Credit Agreement."
3.2. The Original Deed of Trust is further amended by deleting paragraph 2
in its entirety and replacing it with the following:
"2. Conveyance in Trust to Secure Obligations and Liabilities.
This conveyance is made in trust to secure the payment and
performance of the following:
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 Grantor to Beneficiary, 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 Grantor to
Beneficiary, (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 Grantor 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 Grantor to secure
indebtedness of Grantor to Beneficiary or any portion thereof,
any security agreements, supplemental agreements,
undertakings, instruments, documents or other writings
executed by Grantor 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 Grantor, all chattel mortgages, pledges, powers of
attorney, consents, assignments, notices, leases and financing
statements heretofore, now or hereafter executed by or on
behalf of Grantor or any other Person or delivered to
Beneficiary in connection with any indebtedness of Grantor to
Beneficiary 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 Grantor to
Beneficiary in connection with the foregoing ("Loan
Documents"), and (v) any obligations of Grantor to Beneficiary
or any affiliate or subsidiary of BankAmerica Corporation
under an agreement or agreements between Grantor and
Beneficiary or any affiliate or subsidiary of BankAmerica
Corporation, whenever entered into, under which the exposure
of Grantor 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 swaps, or the
like, or options therefor. Hereinafter the term "Loan
Obligations" shall mean all of the documents, indebtedness and
obligations of Grantor to Beneficiary referred to above.
Should Grantor do and perform all of the covenants
and agreements herein contained and contained in the other
Loan Documents and make prompt and complete payment of the
Loan Obligations as the same become due and payable, then this
conveyance becomes null and void and of no further force and
effect, and is to be released at the expense of Grantor by
Trustee and Beneficiary or any subsequent holder hereof."
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3.3. The Original Deed of Trust is further amended by replacing the
description of the lease contained in Exhibit A thereto with the description of
the leases contained in Exhibit A hereto.
3.4. The Original Deed of Trust is further amended by replacing the legal
description contained in Exhibit B thereto with the legal description contained
in Exhibit C hereto.
4. Grant of Additional Lien. Grantor hereby GRANTS, BARGAINS AND SELLS, CONVEYS
AND CONFIRMS unto the Trustee the Leasehold Estate under the Lease (as that term
has been amended herein), which Lease affects all those plots, pieces or parcels
of land more particularly described in Exhibit C hereto, 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.
By:_____________________________
Name:___________________________
Title:____________________________
BANK OF AMERICA, N.A., formerly
NationsBank, N.A.
By:______________________________
Name:____________________________
Title:_____________________________
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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: ___________________________
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EXHIBIT A
---------
That certain Ground Lease Agreement between Treasure Lake RV Resort Camping
Club, Inc., as Lessor, and International Tourist Entertainment Corporation, as
Lessee, dated July 27, 1993, as amended from time to time, and as otherwise
referred to and recorded in Book 319, page 2916 and Book 321, page 633 in the
records of the Taney County, Missouri Recorder of Deeds.
That certain Lease Agreement dated March 1, 1998 between Treasure Lake R. V.
Resort Camping Club, Inc., as Lessor, and International Tourist Entertainment
Corporation, as Lessee.
That certain Lease Agreement dated December 18, 1999 between Treasure Lake R. V.
Resort Camping Club, Inc., as Lessor, and International Tourist Entertainment
Corporation, as Lessee.
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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 Section 35, Township 23 North, Range 22 West; 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.
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EXHIBIT C
---------
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 Section 35, Township 23 North, Range 22 West; 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 Section 35, Township 23
North, Range 22 West, 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 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.
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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.
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