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Home My WebLink About930061 dlP 000'791 When Recorded Return To: United States Small Business Administration Attn: 2719 North Air Fresno Drive, Suite 107 Fresno, CA 93727-1547 SBA Loan Name: Aviat Aircraft, Inc. SBA Loan Number: 7637544003 RECEIVED 6/6/2007 at 10:27 AM RECEIVING # 930061 BOOK: 660 PAGE: 791 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY SUBORDINATION AGREEMENT THIS AGREEMENT is dated for reference ~ .. '" 1.DD7 , and is between Top Flight Properties, Inc., owner(s) of the la d described in the Mortgage referenced below ("Owner"), Zions First National Bank ("Lender") and the SMALL BUSINESS ADMINISTRATION, an agency duly created under and by virtue of an Act of Congress, having its principal office in Washington, in the District of Columbia, and a Commercial Loan Servicing Center at 2719 North Air Fresno Drive, Suite 107, Fresno, California 93727 (hereinafter called "SBA") . RECITALS: Owner executed a Mortgage, dated November 8, 2005, to secure a note in the sum of $270,000.00 in favor of SBA ("SBA Mortgage"). The SBA Mortgage was recorded on November 17, 2005 in the Official Records of Lincoln County, Wyoming as Document Number 913780, Book 605, Page 127. Owner has also executed, or is about to execute, a mortgage and note in the sum of $1,730,068.00, dated ~'J '~I~~' in favor of Lender ("Lender's Mortgage"). Lender's Mortgage is to be recorded concurrently herewith. As a condition precedent to Lender's performance, the SBA Mortgage must be subordinated to the Lender's Mortgage. SBA is willing to subordinate the lien of the SBA Mortgage provided it retains its lien priority with respect to all other legal or equitable interests in the property. AGREEMENT: In consideration of the mutual benefits accruing to the parties and to induce Lender to make a loan to Owner,' it is hereby agreed and understood as follows: (1) Lender's Mortgage, and any renewals or extensions thereof, shall be a lien on the property prior to the lien of the SBA Mortgage. (2) Lender would not make its loan without this subordination agreement. WY/DT-Subordination-Real Property - 98.1 1 083'006:1 000792 (3) Lender will not make any additional advances under Lender's Mortgage except make such disbursements which be~ome necessary to protect its security interest and which are recoverable from Owner under terms of Lender's Mortgage. Any lien securing funds advanced of disbursed contrary to this paragraph or monies due as a result of a default interest rate shall be subordinate to the lien of the SBA Mortgage. (4) This agreement shall be the whole and only agreement with regard to the subordination of the SBAs Mortgage. (5) By virtue of the execution of this Subordination Agreement, the Owner and Lender hereby indemnify the SBA from any lien which is claimed to have gained priority over the SBA Mortgage as a result of this subordination other than the Lender's Mortgage. (6) SBA's agreement to subordinate its lien interest to that of the Lender is expressly conditioned upon Lender's, Borrower's and Guarantor's (if any) execution of this subordination agreement. This subordination agreement is null and void if not duly executed by the foregoing parties. (7) A default in the obligation secured by the Lender's Mortgage may be cured (including purchase of the property at foreclosure sale) by the SBA via cash, certified funds or a United States Treasury check, at the option of the SBA. Provisions for a so-called "default rate of interest" or any similar penalty payment that may be contained within the Lender's Mortgage are inapplicable to SBA. (8) All proceeds of Lender's loan shall be applied to satisfy debt secured by a lien(s) presently superior to the lien of the SBA Mortgage, the following described uses, if any, plus customary closing costs. Any other use of proceeds not described herein shall void this agreement. LENDER ADMINISTRATOR, UNITED STATES S L BUSINESS ADMINISTRATION AN A ENCY OF THE UNITED STATES By:-H A.{. Po VI Gary A. Wamhof Sr. Loan Specialist oK. ((,f) WY/DT-Subordination-Real Property - 98.1 2 - ·cr.l)~uOGl ~J00793 The undersigned guarantor(s), STM, Inc., a Wyoming corporation, Bravo Victor, L.L.C., a Wyoming limited corporation, Stuart H. Horn, consent(s) to this transaction and unconditionally acknowledge (s) his /her /their / its continuing legal responsibility as guarantor(s) of the primary obligation of Aviat Aircraft, Inc., Top Flight Properties, Inc., & Sky International, Inc. Date: ;//~ é'f.,ð 7 STM, Inc., a wY~rporation ~4r ct ~ Stuart H. Horn, presiden~ By: Date4 ¡'1;1ðrJ7 Bravo Victor, L. L. C. , a Wyoming limited corporat~ ~ ~ Stuart H. Horn, President By: Date: Stuart By: (All signatures must be acknowledged) State of California County of Fresno On before me, , a Notary Public, personally appeared , personally known to me to be the person whose name is subscribed to this instrument and acknowledged to me that he/she executed this instrument in his/her authorized capacity, and that by his/her signature on the instrument the United States Small Business Administration executed the instrument. WITNESS my hand and official seal. Signature State of f!fi/k1rn) ~ County of ¡;æ&~Ò ~ ~ ~ On j}ffl,¡'t.., DO)lIo7Defoy; me, ~ '-1,t<--ll tG poo/)q~ , a Notary Public, personally appeared <O~,l - tU¡'j-}?? fin , personally known to me to be the person whose name is subscribed to this instrument and acknowledged to me that he/she executed this instrument in his/her authorized capacity, and that by his/her signature on the instrument the United States Small Business Administration executed the instrument. official seal. JULIA YOUNGS COMM. #1521469 z Notary Public . California :D Ffesno County ~ My Comm. Expires Oct._ 23.:,.. 20EB 1 3 O~300G2 State of County of 000794 On before me, , a Notary Public, personally appeared , personally known to me to be the person whose name is subscribed to this instrument and acknowledged to me that he/she executed this instrument in his/her authorized capacity, and that by his/her signature on the instrument the United States Small Business Administration executed the instrument. WITNESS my hand and official seal. Signature WY/DT-Subordination-Real Property - 98.1 4 f;\·,\-\ ;"JiIJ·. ri ,.. ,,,-- . V.;:.v"-l) \ ¡ ~'. <~.¡., OOO~?9S Addendum: Signature Acknowledgment Corporate Acknowledgement State of Utah NOTARY PUBLIC JARED SHUPE 1302 Wøahlngton Blvd OJden, UT ~1 Mil crommlulon ExplNl September 28, 2001 T, TE OF TAH County of Weber On this 8th Day of May, 2007, before me, the undersigned Notary Public, personally appeared Stuart Horn, President of Top Flight Properties Inc., and known to me to be an authorized agent of the corporation that executed the document herein and acknowledged the document to be the free and voluntary act and deed of the corporation, by authority of its Bylaws execute this document and in fact executed the document on behalf of the corporation. Residing at Ogden, Utah By: Jared Shupe Notary Public for the State of Utah My commission expires September 29,2007 Corporate Acknowledgement State of Utah NOTARY PUBUC JARED SHUPE 2302 Waahlngton Blvd OJden, UT 84401 Mil Commission Explret September 29, 2001 STATE OF UTAH County of Weber On this 8th Day of May, 2007, before me, the undersigned Notary Public, personally appeared Stuart Horn, President of STM Inc., and known to me to be an authorized agent of the corporation that executed the document herein and acknowledged the document to be the free and voluntary act and deed of the corporation, by authority of its Bylaws execute this document and in fact executed the document on behalf of the corporation. Residing at Ogden, Utah Notary Public My commission expires September 29,2007 (yc\ G71 (; II 6(·¡' (~ "\1 -0...v Ü 'I..~ 'U' ·,u...... 000796 Limited Liability Company Acknowledgement State of Utah NOTARY PUBLIC JARED SHUPE 23Ô2 Washington Blvd Qgden UT 84401 Mv commission Ex&\r.. September 29,2 H7 STATE OF UTA County of Weber On this 8th Day of May, 2007, before me, the undersigned Notary Public, personally appeared Stuart Horn, Managing Member of Bravo Victor L.L.C., and known to me to be a member or designated agent of the limited liability company that executed the document herein and acknowledged the document to be the free and voluntary act and deed of the L.L.C., by authority of statute, its Articles of Organization, or its operating agreement execute this document and in fact executed the document on behalf of the limited liability company. Residing at Ogden, Utah By: Jared Shupe Notary Public for teState of Utah My commission expires September 29,2007 Individual Acknowledgement State of Utah NOTARY PUBLIC JARED SHUPE County of Weber 2302 Washington Blvd OJden, UT 84401 My Commission Expires .. September 29. 2007 ·m...... STATE OF UTAH On this 8th Day of May, 2007, before me, the undersigned Notary Pub lC, persona y appeared Stuart Horn, to me known to be the individual described in and who executed the document herein, and acknowledged that he or she signed the document as his free and voluntary act and deed fo e ses and purposes therein mentioned. By: Jared Shupe Residing at Ogden, Utah My commission expires September 29,2007 iJ~\:Xj üù!t;l. ~)OO~797 Lender Acknowledgement State of Utah County of Weber On this 29th Day of May, 2007, before me, the undersigned Notary Public, personally appeared Jared Shupe and known to me to be the Assistant Vice President, authorized agent for the Lender that executed the within and foregoing instrument and directors or otherwise, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute this said instrument. By:CraigSummers (I~á'¿j~.....:.: .... oj Residing a! (/~j,¡;'0/ I/J.-J.¡ ~ffí· /¿?Iz7;r.ø/ur Notary Public for the ~e 0.(' all My commission expires S- j¿ 0/ ft ?/:l 9 I..J