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Home My WebLink About945267 When recorded, return to: RECEIVED 2/13/2009 at 12:23 PM RECEIVING # 945267 BOOK: 715 PAGE: 412 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY General Electric Capital Corporation 8377 East Hartford Drive, Suite 200 Scottsdale, Arizona 85255 Attention: Portfolio Management I O( ÚC¡({e-¿ ( MODIFICATION OF DEED OF TRUST AND CONFIRMATION OF CROSS-COLLA TERAL/CROSS-DEF AUL T AGREEMENT 00\)41.2 This MODIFICATIOIN OF DEED OF TRUST AND CONFIRMATION OF CROSS- COLLATERAL/CROSS-DEFAULT AGREEMENT (as it may be amended, restated, supplemented, extended or renewed from time to time, the "Agreement') is made as of January 30, 2009, by GENERAL ELECTRIC CAPITAL -- CORPORATION, a Delaware corporation ("Lender"), GBDB OF UT~!I, LC;""a Utah limited liability company, and III KINGS DEVELOPMENT, LLC, a Utah limited liabilitÿCõïnj),ãi1YC"Borrower"), HB BOYS, L.c., a Utah limited liability company, HB PROPERTIES, L.c., a Utah limited liability company, BDSB OF UTAH, L.C., a Utah limited liability company, BDSB OF EASTERN IDAHO, L.c., an Idaho limited liability company, BDSB OF WESTERN IDAHO, L.C" an Idaho limited liability company, BDSB FAR WEST OF IDAHO, L.C., an Idaho limited liability company, BDSB OF NORTHEAST, LC, an Idaho limited liability company, BDB OF SALMON, LC, an Idaho limited liability company and BDSB OF WYOMING, L.C., a Wyoming limited liability company ("Corporate Guarantor"), WILLIAM R. ELLIS, an individual ("Ellis"), DAVID M. WILLIAMS, an individual ("Williams"), GARY K. MOORE, an individual ("Moore") and WILLIAM E. RIDENOUR, an individual ("Ridenour"), RECITALS: ....J fc I A. Lender is the holder of that certain existing loans as further described on Schedule] to GBDB of Utah, LC and Corporate Guarantor, which loans are guaranteed by El1is, Wil1iams and Ridenour (the "Existing Loans") as secured by the Existing Deed of Trust (as defined below), B, Borrower has requested that Lender make a new loan as further described on Schedule J to Borrower, which loan will be guaranteed by Corporate Guarantor, El1is, Wil1iams and Moore (the "New Loan") as secured by the New Deed of Trust (as defined below). C. It is a condition precedent to Lender making the New Loan to Borrower that the parties hereto execute and deliver this Agreement. Iniital1y capitalized tenl1S not otherwise defined herein shal1 have the meaning set forth in the New Loan Documents (as defined below), AGREEMENT: I, Definitions, The following terms shall have the fol1owing meanings for al1 purposes of this Agreement: "Collateraf' means, collectively, the New Collateral and the Existing Collateral. "Credit Parties" means, col1ectively, Borrower, Corporate Guarantor, Ellis, Williams, Moore and Ridenour. "Existing Collateraf' means all real and personal property, tangible and intangible, as to which Lender is granted a Lien pursuant to any of the Existing Loan Documents and any other property, real or personal, tangible or intangible, now existing or hereafter acquired, that may at any time be or become subject to a Lien in favor of Lender, with references to the Existing Collateral to include all or any portion of or interest in any of the Existing Collateral. Contract No: 15541001 Asset No: 57230 Elko, Nevada 4816-5377-3827,3 000413 "Existing Loan Documents" means all documents and instruments evidencing, securing or relating to the Existing Loans, as they may be amended, restated, supplemented, extended or renewed from time to time. "Existing Deed of Trust" means the mortgage, deed of trust, deed to secure debt, or similar instrument executed by GBDB of Utah, LC and Corporate Guarantor for the benefit of Lender and recorded in the applicable real estate records of the county where the Existing Site is located, as amended, restated, supplemented, extended or renewed from time to time as further described on Schedule 2. If there is more than one Existing Site, references in this Agreement to the Existing Deed of Trust are to each ofthe Existing Deeds of Trust. "Existing Site" means the property listed on Exhibit A, including all buildings and other improvements thereon and all rights and privileges appurtenant thereto. If more than one property is listed on Exhibit A, each such additional property will a]so be deemed to be an Existing Site and all references in this Agreement to "Existing Site" shall mean each of the Existing Sites listed on Exhibit A. "Lien" means any mortgage, deed of trust, pledge, hypothecation, assigIU11ent, charge, deposit arrangement, encumbrance, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a capital lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing, "Loan Documents" means, collectively, the New Loan Documents and the Existing Loan Documents. "New Collateraf' means all real and personal property, tangible and intangible, as to which Lender is granted a Lien pursuant to any of the New Loan Documents and any other property, real or personal, tangible or intangible, now existing or hereafter acquired, that may at any time .be or become subject to a Lien in favor of Lender, with references to the New Collateral to include all or any portion of or interest in any of the New Collateral. "New Loan Documents" means all documents and instruments evidencing, securing or relating to the New Loan, as they may be amended, restated, supplemented, extended or renewed from time to time, "New Deed of Trust" means the mortgage, deed of trust, deed to secure debt, or similar instrument executed by Borrower for the benefit of Lender with respect to the New Collateral, as amended, restated, supplemented, extended or renewed from time to time, If there is more than one New Site, references in this Agreement to the New Deed of Trust are to each of the New Deeds of Trust. "New Site" means the property listed on Exhibit A, including all buildings and other improvements thereon and all rights and privileges appurtenant thereto, "Obligatio/ls" means all obligations and liabilities of BotTower and any guarantors with respect to the Existing Loans and the New Loan, 2, Cross-Collateralization, Notwithstanding the extent to which such matters are already granted and provided for in the New Loan Documents and the Exiting Loan Documents, Lender and Credit Parties hereby confinn and acknowledge that: (a) the New Collateral shall secure all Obligations and (b) the Existing Collateral shall secure all Obligations. Except as otherwise expressly provided in the New Loan Documents or the Existing Loan Documents, Lender's liens and security interests in the New Collateral, including but not limited to the New Deed of Trust, and liens and security interests in the Existing Collateral, including but not limited to the Existing Deed of Trust, shall secure all Obligations and shall not be tenninated or released in whole or in part unless and until all of the Obligations are fully paid and satisfied, notwithstanding the fact that one or more of such Obligations may become fully paid. 3. Cross-Default. Notwithstanding the extent to which such matters are already granted and provided for in the New Loan Documents and the Exiting Loan Documents, Lender and Credit Parties hereby confinn and acknowledge that: (a) default by Borrower or any guarantor under any of the New Loan Documents shall constitute a default under the Existing 2 Contract No: t 5541001 Asset No. 57230 Elko, Nevada 4816-5377 -3827,3 00\141.4 Loan Documents and (b) a default by Borrower or any guarantor under any of the Existing Loan Documents shall constitute a default under the New Loan Documents, 4, Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, any United States trustee, any debtor in possession or any trustee appointed from a private panel. This Agreement shall remain in full force and effect, regardless of whether Lender at any time seeks to rescind, amend, terminate or reform, by litigation or otherwise, any of its respective agreements with the Credit Parties, Lender reserves all of its respective rights, security interests and rights to assert security interests as against Borrower and Corporate Guarantors and any third parties. 5. Severability. Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction, 6, Remedies. No delay on the part of Lender in the exercise of any right or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise by Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No modification or waiver of any of the provisions of this Agreement shall be binding upon Lender except as set forth in a writing executed by Lender. 7. Limitation of Liability for Certain Damages. In no event shall any Lender Party be liable to the Credit Parties on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). THE CREDIT PARTIES HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 8. Governing Law. The laws of the State of Arizona (without giving effect to the conflicts of laws principles thereot) shall govern all matters arising out of, in connection with or relating to this Agreement and the other Loan Documents, including its validity, interpretation, construction, performance and enforcement; provided, however, that with respect to any married individual signing this Agreement who is not a resident of the State of Arizona, this Section 8 shall not be a contractual choice of the community property laws of the State of Arizona. 9. Jurisdiction and Service of Process. Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts of the State of Arizona located in Maricopa County or of the United States for the District of Arizona, and each Credit Party accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts, Lender and each Credit Party hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that either of them may now or hereatìer have to the bringing of any such action or proceeding in such jurisdictions, Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with this Agreement by any means pel111itted by Applicable Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of each Credit Pmty specified on the signature page hereto (and shall be effective when such mailing shall be effective, as provided therein), Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, Nothing contained in this subsection shall affect the right of Lender to serve process in any other manner permitted by Applicable Law. 10, WAIVER OF JURY TRIAL. LENDER, EACH OF THE OTHER LENDER PARTIES, AND EACH CREDIT PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. 3 Contract No: 1554100 I Asset No. 57230 Elko, Nevada 4816-5377-3827.3 00\)415 11. SPECIAL DISPUTE RESOLUTION PROVISIONS. Lender, each of the ether Lender Parties, and each Credit Party intend and agree that the immediately preceding Section 10, in which the parties agree to waive their rights to a jury trial, is valid and shall be given effect. If, however, notwithstanding the submission to jurisdiction set forth above (and without intending hereby to waive such submission to jurisdiction), any action or proceeding is filed and maintained in a court of the State of California by or against any party in connection with this Agreement or any of the transactions contemplated by the other Loan Documents, and if, in that action or proceeding the provisions of Section 10 are held to be invalid or unenforceable for any reason, the parties agree that, pursuant to California Code of Civil Procedure Section 638, et seq. (collectively, "Section 638") the following shall be the sole method for dispute resolution: (a) the parties shall move the court to appoint one referee to hear and detennine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Lender, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 shall be heard and detennined by the court; (b) the parties shall base this request upon the fact that they are parties to a written contract that provides that any controversy arising therefrom shall be heard by a referee, and the parties hereto intend that this provision create a reference agreement within the meaning of Section 638; (c) the parties shall confer in good faith and seek to agree upon a referee and move that such person be appointed; (d) if the parties are unable to agree upon the person who shall serve as referee within 30 days following the filing of the complaint, then each party shall submit to the court within 30 days thereafter up to three nominees for appointment as referee and shall move the court to appoint one person from among the nominees against whom there is no legal objection; (e) each person nominated by a party must either be (i) a fonner or retired judge with experience adjudicating commercial cases or (ii) an attorney with at least 10 years of experience litigating commercial disputes; and (t) the Credit Parties shall be responsible to pay all fees and expenses of any referee appointed in such action or proceeding, 12. Entire Agreement. This Agreement embodies the entire agreement of the parties and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof. Each Credit Parthy acknowledges and affirms that such Credit Party did not rely on any statement, oral or written, not contained in this Agreement or the other Loan Documents in making its decisions to enter into this Agreement. [SIGNATURE PAGE TO FOLLOW] 4 Contract No: 1554100 I Asset No. 57230 Elko, Nevada 4816-5377-3827.3 ~VV"'%.LU IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first hereinabove written. LENDER: GENERAL ELECTRIC CAPITAL J~aWM"o~omtioo Pdotod N""" . ~ Oordon Its AuthorIzed Signatory Authorized Signiltory 8377 East Hartford Drive Suite 200 Scottsdale, Arizona 85255 Attention: Portfolio Management STATE OF ~ COUNTY OF . l;\ W jv 01 t1 .2009, me, the undersigned, a ~ot{i{~}"u.blif e. ~~?.r~!'..i'· and or said State personally appeared known to me to be the~b1ÆJeneral c Capital orporation, a Delaware corporation, and ackl10wiedged to me that such -d1dividual xecute t e with' i trument on behalf of said corporation WITNESS my hand and official seal. ) )SS ) Jennifer Neifert NOTARY PUBLIC.. ARIZONA MARICOPA COUNTY My Commission Expires September 30, 2012 5 Contract No: 15541001 Asset No. 57230 Elko, Nevada 4816-5377-3827.3 0004j.7 BORROWER: GBDB OF UTAH, LC, a Utah limited liability company ~if~~~ 2280 South Main Street, Salt Lake City, Utah 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF ~ COUNTY OF ~ ) )SS ) On SU\ ~ , 2009, before me, the undersigned, a ~~UbliC in and for said State personally appeared hYVt "'- Wloo rV1<nown to me to be the e¥V\...~ of GBDB of Utah, LC, a Utah li~, and acknowledged to me that such individual executed the w' instrumen on 6ehalf of aidJimited liability company WITNESS my hand and official seal. NOTARY PUBLIC EMILY M. HARDING 2280 So. Main Street Salt Lake City. Utah 84115 My Commission Expires April 21, 2012 STATE OF UTAH III KINGS DEVELOPMENT, LLC, a Utah limited liability company BY~~ Prin~ IA/I/Á W\ \AJ ì l\ \aM. ~ Its: 2280 South Main Street, Salt Lake City, Utah 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF \}Jeth COUNTY OF~ ~ ) )SS ) ¡.. 2009, b~fore me, the undersigned, a ~VV\ Pub~and for said State personally appeared own to me to be the -th'\, of III Kings Development, LLC, a Utah limited liability company, and acknowledged to me that such individual exec ed the within instrument on behalf of said limited liability company WITNESS my hand and o c· I seal. . NOTARY PUBLIC EMILY M, HARDING 2280 So. Main Street Salt Lake City, Utah 84115 My Oommllslon Expires April 21, 2012 STATE 001 Asset No, 57230 Elko, Nevada 6 4816-5377-3827.3 [SEAL] OOü41.8 7 Contract No: 15541001 Asset No. 57230 Elko, Nevada 4816-5377-3827.3 ûOô41.9 CORPORATE GUARANTORS: HB BOYS, L,C., a Utah limited liability company BY'~(~~ Printed Name: .¡ . Its:~ STATE OF \MtIvh COUNTY OF ~ lAk..v 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer ) )SS ) On (fiAt' ~ 2009, before me, the undersigned, a Notary Public in and for said State personally appeared \)wíA IV\ '-'M\\4W\G known to me to be the m-tM bq- ofHB Boys, L.C., a Utah limited liability company, and acknowledged to me that such individual executed the within in ent on behalf of said limited~ liability company WITNESS my hand and official seal. NOTARY PUBLIC EMILY M. HARDING 2280 So. Main Street Salt Lake City, Utah 8-i 115 My Commission Expires April 21, 2012 STATE OF UTAH HB PROPERTIES, L,C., a Utah limited liability company By~ C6 ~ Printed Name~'._ \2.... ç:,vc Its: ~oc-- .- 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF \^k6th COUNTY OF ~ ~ ) )SS ) On , 2009, before me, the undersigned, a Notary Public in and for said State personally appeared l known to me to be the rv1-Un ~ of HB Pro ies, L.C., a Utah limited liability company, and acknowledged to me that such individual executed th w thin ins ment on behalf of said limited liability company WITNESS my hand and official seal. 8 4816-5377-3827.3 [SEAL] COô420 BDSB OF UTAH, L.e., a Utah limited liability ,O~ By: ~ ' P,mtodNom" _ . ~~~ Its:~¡- 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF \ÅMJ\. COUNTY OF ~ ) )SS ) On ~ ~, 2009" before me, the undersigned, a Notary Public in and for said State personally appeared ~rv1 vn lililh~ known to me to be the ty\-t-Yh~ ofBDSB of Ut , L.C., a Utah limited liability company, and acknowledged to me that such individual executed the n instrument on be If of said limited liability company WITNESS my hand and official seal. Notary Publi I said County a [SEAL] NOTARY PUBLIC EMILY M. HARDING 2280 So, Main Street Salt Lake City, Utah 84116 My Comml..lon Ellplr8B A rl121,2012 ß. 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF \A;~ ) )SS COUNTY OF ~laJl.e- ) On lU'\. ~ 2009, before me, the undersigned, a Notary Public in and for said State personally appeared . known to me to be the ~ ofBDSB of Eastern Idaho, L.C., an Idaho limited liability company, and acknowledged to me that such individual ex ted the within instrument on behalf of said limited liability company WITNESS my hand and o ial seal. 9 NOTARY PUBLIC EMILY M. HARDING 2280 So. Main Street Salt Lake City, Utah 84116 My Commll8lon Expires April 21, 2012 Notary Public i and for said County and State [SEAL] 4816-5377-3827.3 Asset No. 57230 Elko, Nevada STATE OF ~ COUNTY OF ~& ~ ) )SS ) 000421 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer On , 2009, before me, the undersigned, a Notary Public in and for said State personally appeared' -. known to me to be the V\f\.(~ of BDSB of Western Idaho, L.C., an Idaho limited liability company, and acknowledged to me that such individual exec ted the .within instrument on behalf of said limited liability company WITNESS my hand and o al seal. On 200 _ before me, the undersigned, a Notary Public in and for said State personally appeared I known to me to be the t\t1tyV1,btr ofBDSB Far West of Idaho, L.C., an Idaho limited liability company, and acknowledged to me that such individual exe ted the within instrument on behalf of said limited liability company WTINESS my hand and o al seal. Notary Publici od f~r¡'¡ fAkitM said County an State ~, () Notary Public' said County an [SEAL] NOTARY PUBLIC EMILY M. HARDING 2280 So. Main Street Salt Lake City, Utah 84115 My Commission Expires April 21. 2012 STATE OF UTAH STATE OF \ MtJ.h ) v r _ o-.L \ .... L~.it , )SS COUNTY OF ~ ) 4816-5377-3827.3 WEST OF IDAHO, L.c., an Idaho ility company 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer 10 ,·_~--··QÑOTARY PUBLIC EMILY M. HARDING 2280 So, Main Street Salt Lake City, Utah 84115 t My Commlsalon expires l April 21, 2012 STATB:œcUlMli'£41O Asset No. 57230 Elko, Nevada [SEAL] OOv.422 BDSB OF NORTHEAST, LC, an Idaho limited li'~ By: PrintedN...e, í~~ Its: YVìtmbt? . 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF ~ COUNTY OF, Çd+ lstk-v ) )SS ) On , 2009, befor~ me, the undersigned, a Notary Public in and for said State personally appeared - , 10wn to me to be the VY1aY1 be,ý" of BDSB of Nort east, LC, an Idaho limited liability company, and acknowledged to me that such individual executed the ithin instrument on b half of sai~ limited liability company WITNESS my hand and official seal. Notary Public i said County an [SEAL] .....,...........-.- ; NOTARY PUBLIC Ii 1,,~t.-~F'tIt4>.~ EMILY M. HARDING '; , ~ 2280 So. Main Street ~= .:1 Salt Lake City, Utah 84116 ~ ,... 'i'! My Commission Expires I " ",,1 . April 21, 2012 I ~ S1'ATJi: OF UTAH __......--.....I¡.8If~".~~~ BDB OF SALMON, LC, an Idaho limited liability ,O~ :;~ted Nwne, ~ ìi(~ Its: Yy)PM b.,er Address for Notices: 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF _V\k:;t¥\ COUN1Y OFÇaL+~ ) )SS ) EMILY M. HARDING 2280 So. Main Street 3alt Lake City, Utah 84116 My Commission Expires April 21, 2012 STATE OF UTAH 11 Contract No: 15541001 Asset No, 57230 Elko, Nevada 4816-5377-3827.3 000.423 BDSB OF WYOMING, L.C., a Wyoming limited l¡'b¡~ , By: f.' ~~~nted Nome' __ ~ _¿1d~~ Address for Notices: 2280 South Main Street Salt Lake City, UT 84115 Attention: Mr. William Ellis, Chief Financial Officer STATE OF \1\tth ) (' 6 L \ A I J/) . )SS COUNTYOF~ ) On ð~ 2If , 2009, pefore me, the undersigned: a Notary Public in and for said State personally appeared .þAAI\Á. W\.. úhllt(ýl~ known to me to be the M-tW\,~ ofBDSB of Wyoming, L.C., a Wyoming limited liability company, and acknowledged to me that such individual ex ted the within instrument on behalf of said limited liability company WITNESS my hand and o eel ",,1.' jt(~ Notary Publi . and for said County and State [SEAL] :i·-----~~ NOTARY PUBLIC \. ..~~~&rl\~~ EMILY M. HARDING f,." ~ 2280 80, Main Street . ~ . . ~v Salt Lake City. Utah 84115 ~, !i My Commission Expires "'f:r. ,,~ Aprtl21,2012 ~..... STATE OF UTAH 1.........-_.......- _.--.~.___- . ELLIS: ~ ~~.~ WILLIAM R. ELLIS, an individual 8231 Kingsdale Drive Huntington Beach, CA 92646 STATE OF _\A,-\tih COUNTY OF SAÅt- ~ On .(Já.h ~ , 2009, before me, the undersigned, a Notary Public in and for said State per onally appeared William R. Ellis, and acknowledged to me that such individual executed the within i st ment WITNESS y and an offici seal. ) )SS ) 12 4816-5377-3827.3 [SEAL] OOô424 ) )SS ) On Jl.U'\ ~ 2009, before me, the undersigned, a Notary Public in and for said State personally ap ed David M. Williams, and acknowledged to me that such individual executed the within in t t d official seal. STATEOF~ COUNTY OF StltlA(æ.., w~ u1t¡¿~ DAVID. M. WlLL~ individual ~ 16 " J~~~ ~ uJUr NOTARY PUBLIC EMILY M. HARDING 2280 So, Main Street Salt Lake City, Utah 84115 My Commllltlon Expires April 21 ,2012 STATE OF UTAH 0& /( h1w& GARY K OORE, an mdivldual 2439 Bear Hills Circle Draper, UT 84020 ·'_........_____-_T STATE OF \Å;~ ) )SS ) COUNTY OF ~ LA¥-v On l~(\ "tIl-, 2009, before me, the undersigned, a Notary Public in and for said State personally app ared Gary K. Moore, and acknowledged to me that such individual executed the within instrument a 1 i 1. STATE OF NOTARY PUBLIC EMILY M, HARDING 2280 So, Main Street 8alt Lake City, Utah 84115 My Commission Expires April 21, 2012 STATE OP UTAH ~ RID~ WILLIAM E. RIDE UR ~ individual 21542 Hanakai Lane Huntington Beach, CA 92646 COUNTY OF..ÇU.f ~ ) )SS ) On ~AA ~, 2009, before me, the undersigned, a Notary Public in and for said State personally appeared William E. Ridenour, and acknowledged to me that such individual executed the within instrument WITNESS my hand and official seal. 13 Contract No: 15541001 Asset No, 57230 Elko, Nevada 4816-5377-3827.3 OOû.425 Notary Public in a d for said County and State [SEAL] I) NOTARY PUBLIC EMILY M, HARDING 228080. Main Street Salt Lake City, Utah 84115 My Commlttlon ExpIres April 21, 2012 STATE OF UTAH 14 Contract No: 15541001 Asset No. 57230 Elko, Nevada 4616-5377-3627.3 SCHEDULE 1 00&426 LOAN DESCRIPTIONS EXISTING LOANS Contract No. Date of Note Original Principal Loan Amount 33775 November 5, 2007 $14,000,000 33776 November 5, 2007 $2,389,389 14276001 November 5, 2007 $1,000,000 14276002 November 5,2007 $1,100,000 NEW LOAN Contract No. Original Principal Loan Amount 15541001 $1,632,000 15 Contract No: 15541001 Asset No. 57230 Elko, Nevada 4816-5377-3827.3 " Site 2 3 4 5 4816-5377-3827.3 SCHEDULE 2 EXISTING DEEDS OF TRUST 1 Address 1750 N. Yellowstone Ave., ill Falls, ill 83401 1665 Sunset Dr., RS, WY 82901 114 W. 500 N., Burley, ill 83318 360 Blue Lake Blvd. No., Twin Falls, ill 83301 4508 N. Yellowstone Ave., Chubbuck, ill 83202 16 úOô427 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Bonneville County, State of Idaho on 11/7/07 as Instrument No. 282204 Mortgage Assignment of Rents, Security Agreement, and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Sweetwater County, Wyoming on 11/9/07 as Record #1519944; Bk#1107; Pg#0937 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Minidoka County, Rupert, Idaho on 11/8/07 as Instrument #493834 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.e., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Twin Falls County, Idaho on 11/8/07 as 2007-027207 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficial)', recorded in Bannock County, Idaho 011 11/8/07 as 20726812 Contract No: 15541001 Asset No. 57230 'Elko, Nevada 6 7 8 9 10 11 4816-5377-3827.3 1998 S. Main, Nephi, UT 84648 1237 Highway 92 No., Wells, NY 89835 1121 Broadway Ave., Boise, ill 83706 1465 W. Broadway, ill Falls, ill 83402 8378 W. Overland Rd., Boise, ill 83709 2785 S. Lincolh, Jerome, ill 83338 17 00iì428 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by BDSB of Utah, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Juab County, Utah on 11/9/07 as Entry No. 00251221; B: 0515; P: 0961 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Elko County, NV, on 11/8/07 as Doc #584295 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Ada County, Boise, Idaho on 11/7/07 as 107151073 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Bonneville County, Idaho on 11/7/07 as Instrument No. 1282206 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Ada County, Boise, Idaho on 11/7/07 as 107151075 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.e., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Jerome County, Jerome, Idaho on 11/8/07 as Instrument #2076743 Contract No: 15541001 Asset No, 57230 Elko, Nevada 12 13 14 4816-5377-3827.3 6490 S. Eisenman Rd., Boise, ill 83716 8515 W. Fairview Ave., Boise, ill 83704 37 W. Swift Creek Lane, Afton, WY 8311 0 18 000429 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.e., a Utah limited liabílíty company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Ada County, Boise, Idaho on 11/7/07 as 107151077 Deed of Trust Security Agreement, Assigment of Rents, Financing Statement and Fixture Filing made as of November 5, 2007 by HB Properties, L.e., a Utah limited liabílíty company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Ada County, Boise, Idaho on 11/7/07 as 107151079 Mortgage Assignment of Leases and Rents, Security Agreement, and Fixture Filing made as of November 5, 2007 by HB Properties, L.C., a Utah limited liability company for the benefit of General Electric Capital Corporation, as beneficiary, recorded in Lincoln County, Kemmerer, Wyoming on 11/13/07 as Receiving #934762; Book: 678; Page 368 Contract No: 15541001 Asset No. 57230 Elko, Nevada 000430 EXHIBIT A EXISTING SITES Site Address 1 1750 N. Yellowstone Ave., ill Falls, ill 83401 2 1665 Sunset Dr., RS, WY 82901 3 114 W. 500 N., Burley, ill 83318 4 360 Blue Lake Blvd. No., Twin Falls, ill 83301 5 4508 N. Yellowstone Ave., Chubbuck, ill 83202 6 1998 S. Main, Nephi, UT 84648 7 1237 Highway 92 No., Wells, NY 89835 8 1121 Broadway Ave., Boise, ill 83706 9 1465 W. Broadway, ill Falls, ill 83402 10 8378 W. Overland Rd., Boise, ill 83709 11 2785 S. Lincoln, Jerome, ill 83338 12 6490 S. Eisenman Rd., Boise, ill 83716 13 8515 W. Fairview Ave., Boise, ill 83704 14 37 W. Swift Creek Lane, Afton, WY 83110 NEW SITE Site Address 2460 Mountain City Highway, EIko, Nevada 89801 19 Contract No: 15541001 Asset No, 57230 Elko, Nevada 4816-5377-3827.3