EXTENSION AND EXCHANGE AGREEMENT
THIS EXTENSION AND EXCHANGE AGREEMENT (this "Agreement") is entered
into this 29th day of December, 2000, by and between PINNACLE FINANCIAL
CORPORATION, an Arizona corporation ("Pinnacle") and AUTO XXXXXXXXXXX.XXX INC.,
an Arizona corporation ("ATC").
WHEREAS, ATC is indebted to Pinnacle in the current principal amount of
$2.3 Million (the "Current Debt"), with interest payable monthly, and a
principal payment of $536,000 due and payable on December 31, 2000 (the
"Principal Payment");
WHEREAS, the parties have agreed to enter into certain transactions
whereby ATC will assign certain notes receivable from its subsidiaries in the
current principal amount of $1.2 Million, to Pinnacle, in exchange for a
reduction of $1.2 Million in the Current Debt, subject to the terms and
conditions hereunder;
WHEREAS, ATC also requests an extension of the Principal Payment for an
additional thirty (30) days;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties IT IS AGREED:
1. Pinnacle agrees to accept the transfer and assignment of promissory
notes, payable to ATC, which are attached hereto and assigned to Pinnacle, as
follows (the "Assignment"):
$600,000 Outstanding Principal in Promissory Notes from Auto Group of
San Antonio Ltd., and
$600,000 Outstanding Principal in Promissory Note from Auto Network
Group of New Mexico, Inc.
2. The Current Debt shall be reduced on a prorata basis to a principal
amount of $1.1 Million ("New Debt"). The Principal Payment shall be extended
until January 30, 2001. Interest payments shall continue to be due and payable
on the New Debt, pursuant to the terms and conditions of the Current Debt, with
the New Debt to be fully due and payable on March 31, 2001. Except as otherwise
set forth herein, all terms and conditions of the Current Debt shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of the date first set forth above.
"ATC" "Pinnacle"
Auto XxxxxXxxxxx.xxx Inc. Pinnacle Financial Corporation
By:/S/ XXXXX X. XXXXXXXXXX By:/s/ XXXX XXXXXXXXXXX
----------------------------------- ------------------------------------
Title: PRESIDENT Title: PRESIDENT
-------------------------------- ---------------------------------
