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HomeMy WebLinkAbout931908 MORTGAGE 000076 Catherine J. Crier, Mortgagor, hereby grants, bargains, sells, conveys, confmns, mortgages and warrants to Wyoming Ranch Holdings, LLC, a Georgia limited liability company, Mortgagee, its successors and assigns, the real estate located in Lincoln County, Wyoming, described as: Township 30 North. Range 119 West of the 6th P.M.. Lincoln County. Wyoming: Section 2: Section 3: Section 11: Sl/2NWl/4, SWl/4NEl/4, Wl/2SEl/4, SW1/4, Lots 3 and 4; El/2SEl/4, Wl/2SE1/4 NWl/4NE1/4 Sometimes hereinafter being referred to as the "Property," together with all and singw,lar the fixtures, apparatus, equipment, tenements, hereditaments and appurtenances thereunto belpnging or in anywise appertaining, including without limitation all buildings, structures, improvements and affixed equipment, oil, gas, electric and other heating, lighting, plumbing, air-conditioning, water and cooling apparatus and systems, oil burners, stokers, thermostats, regulators, tanks, heaters, water softeners, filters, motors, pumps, radiators, incinerators, grates, venetian blinds, window shades, mirrors, mantels, hardware, globes, awnings, storm doors, storm windows, screen doors, screen windows, arbors, rock gardens, fences, towers, antennae, gates, trees, and shrubs, now or hereafter placed upon said land, all of which things shall be deemed to be parts of the realty regardless of the manner in which they may be affixed to or upon the same or any part thereof, and together with the buildings, structures and improvements now thereon or hereafter erected thereon and all additions, alterations, improvements, and repairs or replacements thereof and all property of like kind and character now or hereafter acquired, installed in, affixed to, commingled with or substituted for any of the above, and the proceeds of any or all of the above, or, used in connection with or placed on said property. TO HAVE AND TO HOLD: the same to the Mortgagee, its successors and assigns forever. The Mortgagor hereby covenants with the Mortgagee that the Mortgagor is lawfully seized of said premises ànd has good right to sell and convey and mortgage the same; that the same are ftee from all encumbrances; that the Mortgagee, its, successors and assigns, shall quietly enjoy and possess said premises and the said Mortgagor will warrant and defend the title to the same against all lawful claims whatsoever. RECEIVED 8/6/2007 at 2:46 PM RECEIVING # 931908 BOOK: 668 PAGE: 76 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 000077 THE MORTGAGOR HEREBY COVENANTS AND AGREES WITH THE MORTGAGEE as follows: 1. This Mortgage is given to secure payment and the Mortgagor promises to pay to Mortgagee $3.810.450.00 with interest, evidenced by a Promissory Note (hereinafter the "Note") attached hereto as Exhibit "A" and incorporated herein by reference, and all other amounts due thereunder and all extensions and renewals thereof, when and as the same shall become due and payable. Each such payment shall be applied fIrst to the payment of interest and any balance remaining after the payment of interest shall be applied to the reduction of the unpaid principal balance. 2. Time is of the essence and if any amount which this Mortgage secures shall not have been paid when due and shall remain unpaid for fifteen (15) days after notice thereof as provided in the Note, or in case another event of default shall occur as provided in the Note or this Mortgage, and if Mortgagor after receiving written notice from Mortgagee demanding cure of such non-payment default fails to cure the same within fifteen (15) days after such notice or immediately initiate steps sufficient to cure such failure if more than fifteen (15) days are required for such cure, the entire indebtedness may become due and payable at once at the option of the Mortgagee and without notice; failure to exercise this option howsoever often shall not constitute a waiver of the right to exercise it thereafter. If and when payment in full shall have been made as provided for herein, then these presents to be void, otherwise to remain in full force and effect. 3. Mortgagor will pay the indebtedness hereby secured promptly and in full compliance with the terms of said Note and this Mortgage, and the time of payment of said indebtedness, or any portion thereof, may be extended or renewed, and any portions of the premises herein described may, without notice, be released from the lien hereof, without releasing or affecting the personal liability of any person or for the payment of said indebtedness then remaining unpaid, and no change in the ownership of said premises shall release, reduce or otherwise affect any such personal liability, of the lien hereby created. It is further agreed that the taking of additional security of any nature shall not impair or release this Mortgage; and as a further security this Mortgage shall become due and payable in full forthwith at the option of the Mortgagee upon the occurrence of any of the following events: (a) Mortgagor fails to make any payment when due. (b) Mortgagor breaks any promise Mortgagor has made to Mortgagee, or Mortgagor fails to perform promptly at the time and strictly in the manner provided in the Note, this Mortgage or in any other agreement or loan Mortgagor has with Mortgagee. -2- 0000?8 (c) Any representation or statement made or furnished to Mortgagee by Mortgagor or on Mortgagor's behalf is false or misleading in any material respect. (d) Mortgagor dies or becomes insolvent, a receiver is appointed for any part of Mortgagor's property, Mortgagor makes an assignment for the benefit of creditors, or any proceeding is commenced either by Mortgagor or against Mortgagor under any bankruptcy or insolvency laws. ( e) Any creditor tries to take any of Mortgagor's property on or in which Mortgagee has a lien or security interest. (f) Mortgagee in good faith deems itself insecure. (g) Mortgagor conveys, directly or indirectly, through transfer of legal title or equitable title or otherwise, any interest in any collateral which is intended to secure the rights of Mortgagee herein. The acceptance of any payment on the Note by the Mortgagee shall not constitute a waiver of this option, and consent to anyone such conveyance shall not constitute consent to any subsequent conveyance or a waiver of this option. 4. The terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used in this Agreement, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA") the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 49 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant to any of the foregoing. Except as disclosed to and acknowledged by Mortgagee in writing, Mortgagor represents and warrants that: (a) During the period of Mortgagor's ownership of Mortgagor's properties, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, or about any of the properties. (b) Mortgagor has no knowledge of, or reason to believe that there has been (i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste of substance by any prior owners or occupants of any of the properties, or (ii) any actual or threatened litigation or claims of any kind by any person relating to such matters. (c) Neither Mortgagor nor any tenant, contractor, agent or other authorized user of any of the properties shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, or about any of the properties and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation those laws, regulations and ordinances described above. Mortgagor authorized -3- 000079' Mortgagee and its agents to enter upon the properties to make such inspections and tests as Mortgagee may deem appropriate to determine compliance of the properties with this section of the Agreement. Any inspections or tests made by Mortgagee shall be for Mortgagee's purposes only and shall not be construed to create any responsibility or liability of the part of Mortgagee to Mortgagor or to any other person. The representations and warranties contained herein are based on Mortgagor's due diligence in investigating the properties for hazardous waste. Mortgagor hereby (a) releases and waives any future claims against Mortgagee to indemnity or contribution in the event Mortgagor becomes liable for cleanup or other costs under any such laws and (b) agrees to indemnify and to hold harmless Mortgagee against any and all claims, losses, liabilities, damages, penalties, and expenses which Mortgagee may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Mortgagor's ownership or interest in the properties, whether or not the same was or should have been known to Mortgagor. the provisions of this section of the Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction of this agreement and shall not be affected by Mortgagee's acquisition of any interest in any of the properties, whether by foreclosure or otherwise. 5. Mortgagor shall payor cause to be paid all taxes and assessments levied or assessed against the premises, and shall comply with all recordation and other laws affecting the security of this Mortgage at the expense of Mortgagor. Mortgagor agrees to keep all buildings and other fixtures now or hereafter on the premises insured by companies satisfactory to the Mortgagee against loss by fIre, smoke, water, windstorm and other hazards (including extended coverage), including war damages when requested in writing by the Mortgagee, in such amounts and form as the Mortgagee may require; to deliver upon request to the Mortgagee the policies for insurance, with mortgage clauses attached thereto, in favor of and in form satisfactory to the Mortgagee or its assigns; to deliver to the Mortgagee all renewal policies at least ten (10) days prior to the expiration of the existing policies; in case of the occurrence of a loss under any policy to give notice thereof by mail to the Mortgagee, hereby authorizing and empowering the Mortgagee to make proof of loss if the Mortgagor fail to do so, and to demand, receive and receipt for monies becoming payable thereunder, and to payor cause to be paid to the Mortgagee the proceeds of such insurance or any part thereof which at the option of the Mortgagee shall be applied either in reduction of the indebtedness secured hereby or to the repair and restoration of the property damaged. 6. Mortgagor will keep the premises free and clear of all other liens and encumbrances which may be or become superior to the lien created hereby. 7. Mortgagor will not commit or permit waste on the premises, nor demolish nor remove therefrom any building without the written consent of the Mortgagee; and will keep and maintain the premises in good repair. -4- Ò00080 8. Mortgagor will pay all expenses and attorneys' fees incurred by the Mortgagee, successors or assigns, for the protection of the lien of this mortgage or for the collection of any amount due on the instrument which this Mortgage secures or for the preservation of the property mortgaged. 9. Mortgagor will comply promptly, at the expense of the Mortgagor, with all laws, statutes, ordinances and regulations affecting the premises in any manner whatsoever. 10. Mortgagor will pay to or cause to be paid directly to the Mortgagee, for application upon the indebtedness secured hereby, the full amount of any award or compensation for the taking or damaging by condemnation proceedings under the power of eminent domain of all or any part of the mortgaged premises. 11. In case of the failure of the Mortgagor to do so, the Mortgagee may make any payment or perform any covenant herein to be made or performed by the Mortgagor, and any payment so made or expense incurred in connection therewith by the Mortgagee shall bear interest at the rate specified in the Note, and shall be immediately repayable by the Mortgagor, and shall be impressed as an additional lien upon the mortgaged premises, and this Mortgage shall thereupon secure the repayment of such advances with interest. 12. In case an event of default shall occur in making payments or performing any other covenants or agreement required of Mortgagor as provided in the Note or this Mortgage, the Mortgagor hereby authorizes and empowers the Mortgagee, its successors and assigns to foreclose this mortgage by advertisement and sale as provided by the statutes of the State of Wyoming or to foreclose this Mortgage by judicial proceedings and convey the same to the purchaser in accordance with the statutes of the State of Wyoming, and out of the monies arising from such sale to retain all sums secured hereby with interest and all legal costs and charges of such foreclosure and actual attorneys' fees incurred by Mortgagee (or such other amount as shall be fixed by the Court in the event of judicial foreclosure or receivership), which costs, charges and fees the Mortgagor agree to pay. In case of the foreclosure of this Mortgage, the Mortgagor hereby authorizes and empowers the Mortgagee, its successors and assigns, to effect insurance upon the building and fixtures aforesaid for a period covering the time for redemption for the sale of said premises under such foreclosure, and to pay the premium therefor and the amount so paid shall be impressed as an additional lien upon said premises and shall be secured by and be collectible as a part of this mortgage and bear interest at the rate specified in the Note, from the date said amount is paid. In the event of a foreclosure, Mortgagor hereby authorizes and empowers Mortgagee, its successors and assigns, to bring an action against any person who claims an adverse estate or interest therein for the purpose of determining such adverse estate or interest, and to pay costs and expenses thereof together with actual attorneys' fees which amount shall be impressed as an additional lien upon said premises and shall be secured by and collectible as a part of this -5- 000081. Mortgage. In case the proceeds from foreclosure sale are insufficient to pay the total indebtedness secured hereby, subject to '3 above, the Mortgagor binds itself to pay the unpaid balance, and the Mortgagee will be entitled to a deficiency judgment. 13. Upon commencement of any foreclosure, or at any time thereafter, and prior to the expiration of the time for redemption from any sale of said premises on foreclosure, any court of competent jurisdiction, upon application of the Mortgagee, or the purchaser at such sale, shall, at once and without notice to the Mortgagor or any other person, appoint a receiver for said premises to take possession thereof, to collect rents, issues and profits of said premises during the pendency of such foreclosure and until the time to redeem the same from the foreclosure sale shall expire, and out of rents, issues, and profits to keep the premises in good repair and condition and to pay all taxes, assessments, and special assessments, and to redeem from sale for taxes, assessments, and special assessments, and to pay insurance premiums necessary to keep the premises insured in accordance with the provisions of this Mortgage and to pay the expense of the receivership, and said receiver shall apply the net proceeds to the payment of the indebtedness secured hereby, and such receiver shall have all the other usual powers of receivers in such cases. 14. In consideration of the sum of ten dollars ($1 0) and other valuable consideration, the receipt whereof hereby is acknowledged, the Mortgagor hereby assigns, transfers and sets over to the Mortgagee, its successors and assigns, the rent, profits and income from the mortgaged property with full and complete authority and right in the Mortgagee in case of default as provided for in this Mortgage and the Note to demand, collect, receive and receipt for the same and to take possession·ofthe mortgaged property without having a receiver appointed therefor and to rent and manage the same from time to time and apply the net proceeds of such upon the indebtedness. Mortgagor hereby assigns to Mortgagee all leases of the mortgaged property or any part thereof which are now or may be in effect hereafter, such assignment to take effect immediately in case of such default. Mortgagee is hereby authorized to take charge of the rental of the above-described property and is hereby authorized to collect rents from said property, to eject tenants for breach of their leases and to enter into leases with and lease said property or any part thereof to tenants, to sue for unpaid rents in the name of the legal holder of said indebtedness~ and is to receive for services in managing said property the usual and customary fees for such service in effect in Lincoln County, Wyoming at the time said services are performed. Without limiting the generality of the foregoing, the Mortgagor further agrees as follows: a. Notice to Tenants. Mortgagee may send notices to any and all tenants of the property advising them of this assignment and directing all rents to be paid directly to Mortgagee or Mortgagee's agent. -6- 000082 b. Enter the Property. Mortgagee may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any other persons liable therefor, all of the rents; institute and carry on all legal proceedings necessary for the protection of the Property, including such proceedings as may be necessary to recover possession of the Property; collect the rents and remove any tenant or tenants or other persons from the Property. c. Maintain the Property. Mortgagee may enter upon the Property to maintain the Property and keep the same in repair; to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair and condition, and also to pay all taxes, assessments, and water utilities, and the premiums on fIre and other insurance effected by Mortgagor on the Property. d. Compliance with Laws. Mortgagee may do any and all things to execute and comply with the laws of the State of Wyoming and also all other laws, rules, orders, ordinances and requirements of all other governmental agencies affecting the Property. e. Lease the Property. Mortgagee may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Mortgagee may deem appropriate. f. Employ Agents. Mortgagee may engage such agent or agents as Mortgagee may deem appropriate, either in Mortgagee's or Mortgagor's name, to rent and manage the Property, including the collection and application of rents. g. Other acts. Mortgagee may do all such other things and acts with respect to the Property as Mortgagee may deem appropriate and may act exclusively and solely in the place and stead of Mortgagor and to have all of the powers of Mortgagor for the purposes stated above. h. No Requirement to Act. Mortgagee shall not be required to do any of the foregoing acts or things, and the fact the Mortgagee shall have performed one or more of the foregoing acts or things shall not require Mortgagee to do any other specific act or thing. 15. Failure to exercise any right, power or options herein granted to the Mortgagee, howsoever often shall not constitute a waiver thereof and shall not estop the Mortgagee from exercising any such right, power or option at any time or upon any subsequent default of the Mortgagor. All rights and remedies given or reserved to the -7- 000083 Mortgagee herein shall be cumulative and may be exercised contemporaneously but the exercise of one or more such rights or remedies shall not exclude or prevent the exercise of its other rights or remedies. 16. The Mortgagor specifically warrants that she is fully authorized to enter into this Mortgage, and that the acquiescence or approval of no other person is required for her to enter into same on the terms found herein. 17. All warranties, covenants, promises, undertakings, agreements, rights, powers, privileges, benefits, obligations and remedies imposed upon or granted or reserved unto the said parties by this instrument shall survive the execution and delivery hereof and shall respectively extend to and be binding upon the respective heirs, executors, administrators, successors and assigns of said parties. ¡?f IN WITNESS WHEREOF, Mortgagor has signed and sealed this mortgage this , day of August, 2007. - ¿ Catherine J. Crier SS COUNTY OF I cr- The foregoing Mortgage was acknowledged before me by Catherine J. Crier this ~ day, of ugust, 2007. Witness my hand 0 ¡cial seal. My commission expires: ()-, \ 5" ' JOSEPH BURGER Notary Public, State of New York Registration II o' BU4879676 Qualified In Vv'estchester County My Commission Expires Dec. 15,2 II \II! \I 11"11/' ,I E ,.", ':to" ~ G R '~"" ., ~ ......... 14" " ..- _, ... ..J.~', ... ~ ..~:~.' ~' .. \(,.. ..-:. j a.. ! '.' A...~ [ì ( \ 0 :~ . . '" ~:...> . >- , ;: W" "-.J ' --. - : ø~ ~ ,. i;:' ;:--. ~ ;. ~ V ,~'""V .·t-~ 10·. 'ii;" ~'" ..'..1 ~ ~ tJ1I). "i\~t~. .e .... '" ':.~ .0; -. .j~,_. 9· ( --. .~ ~; . ....."'~......... o"{ .....~ , I" * ('-r ....~ ,,'" I", \) , I~;' '-'"" ,\" ~ "1" f t ~, t'" ~" \ SEAL -8- uuuu8ÒpA- PROMISSORY NOTE $3,810,450.00 CHEYENNE,WYONITNG AUGUST -,-, 2007 For value received Catherine 1. Crier, BORROWER, promises to pay to the order of Wyoming Ranch Holdings, LLC, a Georgia limited liability company, LENDER, at Lender's place of business in Atlanta, Georgia, the sum of $3,810,450.00 with interest at 5% percent per annum payable by ann ual installments of interest only in the amount of $190,522.50 each beginning on August k, 2008 and payable annually thereafter until August 1L-, 2010 when the entire balance of principal and interest shall be paid in full. Each payment shall be applied first to interest upon the unpaid balance of principal and the remainder to principal until the debt shall have been paid in full. Prepayments may be made with any annual installment. Time is of the essence and if any amount shall not have been paid when due as provided in this promissory note (the "Note"), and shall remain unpaid for 15 days after notice thereof, the entire indebtedness may become due and payable at once at the option of the holder and without notice, and thereafter the unpaid principal shall bear interest at the rate of seven percent (7%) per annum; failure to exercise this option howsoever often shall not constitute a waiver of the right to exercise it thereafter. If this Note or any annual installment or any amount due hereunder shall not be paid when due, the undersigned agrees to pay reasonable attorneys' fees and all costs of collection. All makers, endorsers and guarantors hereof severally waive presentment for payment, demand, protest, notice of protest, notice of dishonor and notice of non-payment of this Note. ADDITIONAL PROVISIONS. The undersigned Borrower agrees that the following additional provisions (which shall serve only to expand the rights of Lender and not to restrict the rights of Lender and obligations of Borrower as set forth above) shall govern this Note: 1. DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any promise Borrower has made to Lender. or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note or in any other agreement or loan Borrower has with Lender. (c) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect. (d) Borrower dies or becomes insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (e) Any creditor tries to take any of Borrower's property on or in which Lender has a lien or security interest. (f) Lender in good faith deems itself insecure. (g) Borrower conveys, directly or indirectly, through transfer of legal title or equitable title or otherwise, any interest in any collateral which is intended to secure the rights of Lender herein. 2. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. Upon default, including failure to pay upon fmal maturity, Lender. at its option, may also, if pennitted under applicable law, increase the rate of interest as provided above. The interest rate will not exceed the maximum rate ;\",1/ 000083-8 pennitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender the costs incurred by Lender in collecting this Note. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorney's fees and legal expenses for bankruptcy proceedings (including efforts to modifY or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. Subject to the provisions on arbitration, this Note shall be governed by and construed in accordance with the laws of the State of Wyoming. 3. COLLATERAL. This Note is secured by a Mortgage dated August _,2007 in favor of Lender on certain real property located in Lincoln County, State of Wyoming, all the terms and conditions of which are hereby incorporated and made a part ofthis Note. , 4. ARBITRATION. Lender and Borrower agree that all disputes, claims and controversies between them, whether individual, joint, or class in nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association, upon request of either party. No act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including talång or disposing of such property with or without judicial process pursuant to Article 9 of the Wyoming Uniform Commercial Code, W.S. I , 34.1-9-101 et seq. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any collateral securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the conunencement of an arbitration proceeding shall be deemed to the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. 5. GENERAL PROVISIONS. Lender may delay or forego enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew, extend (repeatedly and for any PROMISSORY NOTE Page 2 of3 OOO()S3--L> . , '. " .y - . ,'¡, ..4 'þ.i ~ .~ length of time) or modify this loan, or release any party or guarantor; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. THE UNDERSIGNED ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE ABOVE PROVISIONS OF THIS PROMISSORY NOTE. THE UNDERSIGNED AGREES TO THE TERMS OF THIS PROMISSORY NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COpy OF TI-IIS PROMISSORY NOTE. DATED: August 1, 2007. BORROWER: t~ Catherine J. Crier -- PROMISSORY NOTE Page 3 of3