California Corporation. 2. The Agreement of Merger to be executed by and between the Disappearing Corporation and DynaResource, Inc., a Delaware Corporation (the "Acquiring Corporation"), in the form attached hereto; was duly approved by the Board of Directors and Shareholders of West Coast Mines, Inc., the Disappearing Corporation, as of January 15, 1998.
California Corporation. The Buyer and the Seller are referred to collectively herein as the "PARTIES." This Agreement contemplates a transaction in which the Buyer will exchange cash and shares in Freedom Surf, Inc. in exchange for all issued and outstanding shares in Sewcal thus assuming all the assets and post-transaction liabilities of Sewcal.
California Corporation. BY: ---------------------------- 66 SUPERSEDES AND AMENDS LETTER DATED SEPTEMBER 1, 1989 May 23, 1991 WESTERRA PACIFIC ASSOCIATES 605 Xxxxxxxx Xxxxx Xxxxxxx, X.X. 00000 Xxntlemen: This refers to your Promissory Note dated September 1, 1989 in the principal amount of $17,500,000.00. The maturity of said loan is March 11, 1991. It is our understanding that, subject to there then being no default in said loan as evidenced by the loan documents, including but not limited to said Promissory Note and the Deed of Trust securing same, no substantial deterioration, in our sole judgement, of your financial condition, and we are in receipt of an amendment to the existing $1,000,000.00 Letter of Credit extending the maturity date of said Letter of Credit, we agree to extend said Note for three six month periods. The first extension shall be from March 11, 1991 to September 11, 1991. The second extension shall be from September 11, 1991 to March 11, 1992. The third extension shall be from March 11, 1992 to September 11, 1992. Each such extension shall be at a rate which is One and Three-Eights percent (1.375%) per annum in excess of the then Union Bank reference rate of interest, adjusted daily, on the principal balance of said note at the time of said extension. In extending the maturity date of said loan, there will not be an extension fee charged for each six month extension. Borrower agrees to the necessary expenses incurred for recording charges and for those appropriate title endorsements required by Bank. SEE REVERSE FOR SIGNATURES 67 WESTERRA PACIFIC ASSOCIATES, a California General Partnership By: /s/ EDWAXX X. XXXXXXX, XX. ----------------------------------------- Edwaxx X. Xxxxxxx, Xx., Xxneral Partner By: WESTERRA EXECUTIVES, LTD., a California limited partnership, General Partner By: /s/ EDWAXX X. XXXXXXX, XX. ------------------------------------- Edwaxx X. Xxxxxxx, Xx., General Partner By: Romanow Family Partners, L.P., a California limited partnership General Partner By: /s/ EDWAXX X. XXXXXXX, XX. ------------------------------------- Edwaxx X. Xxxxxxx, Xx., General Partner 68 ----------------------------- LOAN NUMBER 4160115-647-000647 UNION AMENDMENT AGREEMENT ----------------------------- BANK DATE September 4, 1991 ----------------------------- The undersigned Borrower(s) and Union Bank agree that that certain note for $17,500,000.00, dated September 1, 1989*, executed by WESTERRA PACIFIC ASSOCIATES, a California General Partnership upon which there ...
California Corporation. Borrower is duly organized and existing and in good standing under the laws of the State of California (without limit as to the duration of its existence) and is authorized and in good standing to do business in the State of California; Company has powers and adequate authority, rights and franchises to own its property and to carry on its business as now conducted, and is duly qualified and in good standing in each State in which the character of the properties owned by it therein or the conduct of its business makes such qualification necessary; and Borrower has the power and adequate authority to make and carry out this Agreement. Borrower has no investment in any other business entity, except; Great Pacific Insurance Company Pinnacle Data Corporation Fastrac Systems, Inc. Insurance Agent and Broker, and Fastrac Systems, Inc.
California Corporation. BY: -------------------------------------- 56 STATE OF CALIFORNIA ) ) SS. COUNTY OF SAN DIEGO ) On September 8, 1989, before me, the undersigned, a Notary Public in and for said State, personally appeared Edwaxx X. Xxxxxxx, Xx. xxxsonally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as one of the partners of Western Pacific Associates the partnership that executed the within instrument, and a partnership, and that said last named partnership executed the same.
California Corporation. BY: ---------------------------------- 70 RECORDING REQUESTED BY DOC # 1991-0629258 FOUNDERS TITLE CO. 06-DEC-1991 08:00 AM UNION BANK AND WHEN RECORDED, MAIL TO OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE Name UNION BANK ANNEXXX XXXXX, XXUNTRY RECORDER RF: 5.00 FEES: 11.00 Street 4660 Xx Xxxxx Xxxxxxx Xxxxx #000 AF: 5.00 Address MF: 1.00
California Corporation. By: ------------------------------ 72 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: LOEB AND LOEB 1000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Xxtention: Richxxx X. Xxxxxxx, Xx., Xxq. --------------------SPACE ABOVE THIS LINE FOR RECORDER'S USE-------------------- MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT ("Agreement"), is made and entered into as of March 11, 1992, by and between UNION BANK, a California corporation ("Lender"), and WESTERRA PACIFIC ASSOCIATES, a California general partnership ("Borrower"), with respect to the following facts:
California Corporation. BY: ------------------------------------------
California Corporation. Prior to the Closing Date, a listing prepared by Seller of certain personal items being retained by Seller and NOT being purchased by Buyer shall be attached hereto as Exhibit "B".
California Corporation s/ Xxxxx Xx --------------------------- Xxxxx Xx / President XXXXXX SPORTS, INC., a Delaware corporation
