FIRST AMENDMENT TO LOAN MODIFICATION, RENEWAL AND EXTENSION AGREEMENT
FIRST
AMENDMENT
TO
LOAN
MODIFICATION, RENEWAL
AND
EXTENSION AGREEMENT
This First Amendment to Loan
Modification, Renewal and Extension Agreement (this “First Amendment”) is made
and entered into by and between FH Partners LLC, a Texas limited liability
company (“Holder”), and YTB International, Inc., a Delaware corporation
(“Borrower”) upon the following terms and conditions:
WHEREAS, Holder and Borrower entered
into that certain Loan Modification, Renewal and Extension Agreement dated
effective July 26, 2009, (the “Modification Agreement”), relating to the
modification, renewal and extension of the Loan; said Modification Agreement
being incorporated herein by this reference thereto;
WHEREAS, Holder and Borrower now desire
to modify the maturity date of the Loan as modified in the Modification
Agreement for the consideration hereinafter expressed;
NOW THEREFORE, for an in consideration
of the sum of Ten and No/100 Dollars ($10.00) paid by Borrower to Holder and the
mutual covenants and agreements herein contained and other good and valuable
considerations, the receipt and adequacy of which considerations are hereby
expressly acknowledged by the undersigned, the parties hereto do agree as
follows:
|
|
1.
|
The
maturity date of the Loan was extended to April 30, 2010 in the
Modification Agreement. Such maturity date shall be hereby
extended to August 31, 2010 unless earlier accelerated pursuant to the
terms of any of the instruments or documents evidencing, securing or
pertaining to the Loan and Borrower hereby agrees that this First
Amendment renews and extends, but does not extinguish, the July 26, 2006
Note as renewed and extended by the July 26, 2008 Note and liens created
by the Mortgage.
|
|
|
2.
|
Except
as modified herein, the Mortgage and all of the other instruments and loan
documents evidencing, securing, or pertaining to the Loan shall continue
in full force and effect as originally executed and
delivered.
|
|
|
3.
|
Borrower
hereby reaffirms all of the representations and warranties made to
Meridian Bank, the original lender, at the time the Loan was made and at
the time of the execution and delivery of the July 26, 2006 Note and the
July 26, 2008 Note and declares the same to be true as of such date and as
of the date hereof.
|
|
|
4.
|
Borrower
acknowledges and represents that the liens created and evidenced by the
Mortgage are valid and existing liens of the recited dignity and priority,
and Borrower acknowledges and agrees that there is no offset, counterclaim
or defense of any kind to the July 26, 2006 Note, July 26, 2008 Note,
Modification Agreement or Mortgage as modified
hereby.
|
|
|
5.
|
Contemporaneously
with the execution and delivery hereof, and as a condition to the
effectiveness hereof, Borrower shall pay or cause to be paid all accrued
interest on the July 26, 2006 Note as renewed and extended by the July 26,
2008 Note and all costs and expenses incident to the consummation of the
transactions specified herein, including, without limitation (i)
reasonable fees and expenses of legal counsel to the Holder, if any, and
(ii) recording fees.
|
|
|
6.
|
Holder
does not, by execution of this Agreement, waive any rights and remedies it
may have against Borrower or any other person or entity not a party
hereto.
|
|
|
7.
|
FURTHER,
IT IS EXPRESSLY AGREED THAT FOR AND IN CONSIDERATION OF THIS AGREEMENT,
BORROWER HEREBY RELEASES AND FOREVER DISCHARGES HOLDER AND ITS OFFICERS,
DIRECTORS, COUNSEL, EMPLOYEES, AGENTS, PREDECESSORS, SUCCESSORS, AND
ASSIGNS FROM ALL CAUSES OF ACTION, CLAIMS, RIGHTS, AND CONTROVERSIES,
KNOWN OR UNKNOWN, WHICH BORROWER HAD, NOW HAS, OR MAY HEREAFTER ACQUIRE
WHICH RELATE TO, ARE BASED ON, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED
WITH ANY ACTS OF HOLDER OCCURRING PRIOR TO THE EXECUTION OF THIS AGREEMENT
AND RELATING IN ANY MANNER TO THE ABOVE DESCRIBED LOAN, MODIFICATION
AGREEMENT OR MORTGAGE OR THE PROPERTY DESCRIBED HEREIN OR
THEREIN. THIS IS A GENERAL RELEASE OF ALL POSSIBLE CLAIMS AND
CAUSES OF ACTION OF EVERY KIND AND CHARACTER RELATED TO THE ABOVE
DESCRIBED SUBJECT MATTER AND IT IS TO BE INTERPRETED LIBERALLY TO
EFFECTUATE MAXIMUM PROTECTION OF
HOLDER.
|
|
|
8.
|
It
is understood and agreed that except as to such changes made herein, the
terms and provisions of the July 26, 2006 Note as renewed and extended by
the July 26, 2008 Note and as modified by the Modification Agreement and
hereby shall be brought forward and remain in all respects unchanged and
that the balance owing thereon as herein renewed, rearranged, modified
and/or extended is subjection to no offsets, deductions, credits, charges
or claims of whatsoever kind or character and shall be due and payable in
the manner herein set out and that the aforesaid Mortgage, and any other
documents securing the payment of the Note, except to the extent validly
modified in writing or released prior to the date hereof and except as
modified, renewed, rearranged and extended herein so as to secure the
payment of the Loan, shall remain in full force and effect until the full
and final payment of the Loan. No further modification, release
or amendment may be made related to the Loan unless such modification,
release or amendment is made in a writing executed by Borrower and
Holder.
|
|
|
9.
|
This
First Amendment may be executed in counterparts, each of which when taken
together shall be deemed an original, but all of which shall be deemed for
all purposes one and the same instrument. Counterpart
signatures may be transmitted by facsimile and this First Amendment shall
be binding upon transmission of all signed counterparts to each
party.
|
|
|
10.
|
Except
as set forth above, the terms and conditions of the Modification Agreement
are hereby republished, ratified and affirmed by Holder and Borrower and
as so ratified and affirmed are hereby republished and incorporated herein
by this reference thereto.
|
|
|
11.
|
All
capitalized terms utilized and not defined herein shall have the meaning
as defined in the Modification
Agreement.
|
Executed effective the 1st day of
May, 2010 (the “Amendment Effective Date”).
|
HOLDER:
|
||
|
FH
Partners LLC
|
||
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
S.V.P.
|
|
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
|
BORROWER:
|
||
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ Date: 6/17/10
|
|
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ | ||
| Title: President | ||