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~ ~ ~ This Subordination Agreement is entered into by Quality Quick Lube LLC ("Lessee") for the benefit of
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WHEN RECORDED RETURN TO:
Mountain West Small Business Finance
2595 East 3300 South
Salt Lake City, Utah 84109
RECEIVED 5/25/2006 at 4:08 PM
RECEIVING # 918792
BOOK: 621 PAGE: 241
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
Real Estate Lease
Subordination Agreement
RECITALS
A. Lessee has heretofore leased from Wapiti Management, LLC ("Lessor") by lease dated April 6,
2006 for a term of twenty years (the "Lease") certain real property (the "Leased Premises") known as 121
N orth Washington Street, Suite A, Afton, Wyoming 83110, located in the County of Lincoln, State of Wyo-
ming and described as follows:
See Exhibit "A" which is attached hereto and incorporated
herein by this reference.
B. MWSBF and the SBA have authorized the making of an SBA 504 Loan, Loan No. 90971240-03, to
Lessor in the amount of $290,000.00, due and payable on or before a time to be determined by the U.S.
Secretary of the Treasury (the "Loan").
C. The Loan is for the benefit of both Lessee and Lessor, in that the funds are to be used for the
benefit of the business conducted on the Leased Premises purchased and/or renovated by Loan proceeds.
D. A condition of the Loan is that the Lease be subordinated to the lien of a trust deed executed by
Lessor and recorded as a lien superior to the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of disbursement of the Loan or any part thereof, and for other
good and valuable consideration the receipt and legal sufficiency of which are hereby acknowledged, Lessee
covenants and agrees as follows:
1. No Default. Lessee is not now in default in the performance of the Lease; and Lessee will perform
the covenants and conditions required of is by the Lease for the term of the Loan and any extensions or renew-
als of it.
2. Subordination of Lease. All rights under the Lease together with any and all right, interest, estate,
title, lien, or charge against or respecting the Leased Premises (or any portion thereof) by virtue of the Lease,
shall be and the same are hereby made subject, subordinate, inferior, and junior to the lien and title of
MWSBF and the SBA represented by the SBA Note in the amount of $290,000.00 and security instruments
related to the Loan, including without limitation the Promissory Note, Deed of Trust, Security Agreement and
UCC Financing Statements (filed with the Uniform Commercial Code Division for the State of Wyoming and
as fixture filings in Lincoln County, Wyoming) (the "Loan Documents") and to all rights, powers, title, and
authority of MWSBF and the SBA under or in any way related to or arising out of the Loan Documents and to
all sums heretofore or hereafter advanced on the security of the Loan Documents or any of them, including all
sums advanced or costs incurred as fees, expenses, disbursements, or charges in connection with the Loan
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Documents or the Loan. The Lease Rights, together with any and all right, interest, estate, title, lien, or
charge against or respecting the Leased Premises (or any portion thereof) by virtue of the Lease, are hereby
subordinated to the Loan Documents the same and as fully as if the Loan Documents had been executed,
delivered and, where appropriate, filed, prior to execution, delivery and filing of the Lease.
3. This Agreement shall be binding upon and inure to the benefit of the personal representatives,
successors and assigns of the parties hereto.
Dated April 6, 2006.
LESSEE:
QUALITY QUICK LUBE LLC
By:
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Dean P. Walker, Member
By:
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Brenda L. Walker, Member
STATE OF Wyoming
COUNTY OF Lincoln
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The foregoing instrument was acknowledged before me this April 6, 2006 by Dean P. Walker and
Brenda L. Walker, Members, Quality Quick Lube LLC.
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Notary Public
RON THOMAS .NOlary Public
County of Slale of
Lincoln Wyoming
My Commission Expires June 6,2006
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SBA 504 Loan No.: 90971240-03
EXIDBIT A
The land described in the foregoing document is located in Lincoln County, State of Wyoming and is
described more particularly as:
Lot 1 of Sta.r I AI Addition to the Town of _'4pine, Lincoln County, Wyoming a.s described on
the official plat Nn.16g...B fi}f;d OIl May Z4~ 2005 as instrument No. 9086<3 of the I,""ecords of the
LÍDcoln County Clerk.