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After recording return to:
Kutak Rock LLP
1801 California Street, Suite 3100
Denver, Colorado 80202
Micah J. Halverson, Esq.
RECEIVED 9/13/2011 at 3:32 PM
RECEIVING 960971
BOOK: 772 PAGE: 718
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
000718
MEMORANDUM OF AMENDMENT TO LOAN DOCUMENTS
(William G. Kellen Kemmerer Property)
THIS MEMORANDUM OF AMENDMENT TO LOAN DOCUMENTS (this
"Memorandum is made as of August 1, 2011, by and among WILLIAM G. KELLEN (the
"Borrower WILLIAM G. KELLEN, SHERRY P. KELLEN and THOMAS M. KELLEN
(each individually a "Grantor" and collectively, the "Grantors and ROCKY MOUNTAIN
BANK, a Wyoming state chartered bank (the "Lender" and together with the Borrower and the
Grantors, the "Parties
1. Borrower obtained a certain $150,000 loan, as amended "Loan 1") and a certain
$141,794 loan "Loan 2" and together with Loan 1 the "Loan") from Lender. The Loan is
evidenced by the following loan documents (as amended, modified, restated or supplemented
collectively, the "Loan Documents
4832 -5776- 0266.1
(a) Business Loan Agreement, dated December 7, 2007, by and between
William G. Kellen and Bank relating to Loan #36301554,
(b) Promissory Note by William G. Kellen, dated December 7, 2007, in the
original principal amount of $150,000 regarding Loan #36301554,
(c) Assignment of Deposit Account dated December 7, 2007, between
William G. Kellen and the Bank regarding CD account number 10230232; Loan
#36301554,
(d) Change in Terms Agreement dated January 10, 2008 regarding note dated
December 7, 2007; Loan #36301554,
(e) Change in Terms Agreement dated March 10, 2008 regarding note dated
December 7, 2007; Loan #36301554,
(f) Promissory Note, dated March 19, 2010, in the original principal amount
of $250,000 regarding Loan #36301554,
(g) Assignment of Deposit Account dated January 10, 2008, between William
G. Kellen and the Bank regarding CD account number 10230232 and CD account
number 10230375; Loan #36301554,
(h) Promissory Note, dated April 27, 2010, in the original principal amount of
$200,000 regarding Loan #36301554,
4832 -5776- 0266,1
000719
(i) Mortgage, dated March 10, 2008 and recorded March 11, 2008 in Book
160 Mtg Page 101 in the Office of the County Clerk of Sublette County, Wyoming,
between Sherry Kellen and the Bank regarding property known as Lot 4 of the Swingers
Green Subdivision, Pinedale, Wyoming; Loan #36301554,
(j) Mortgage, dated April 27, 2010 and recorded April 28, 2010 in Book 178
Mtg Page 524 in the Office of the County Clerk of Sublette County, Wyoming, among
William G. Kellen and Sherry P. Kellen, husband and wife, and Thomas M. Kellen and
William G. Kellen, as grantor, and the Bank re property located at 153 S. Entertainment
Lane, Pinedale, Wyoming; Loan #36301554,
(k) Assignment of Rents, dated April 27, 2010 and recorded April 28, 2010 in
Book 178 Mtg Page 531 in the Office of the County Clerk of Sublette County, Wyoming,
among William G. Kellen and Sherry P. Kellen, husband and wife, and Thomas M.
Kellen and William G. Kellen, as grantor, and the Bank re property located at 153 S.
Entertainment Lane, Pinedale, Wyoming; Loan #36301554,
(1) Lease Agreement, dated August 10, 2005 between Pinedale Entertainment
and Wolf Pinedale Dodge, LLC,
(m) Commercial Security Agreement, dated April 27, 2010, among William G.
Kellen, Sherry P. Kellen and Thomas M. Kellen, as grantor, and William G. Kellen, as
borrower, and the Bank regarding Loan #36301554,
(n) UCC Financing Statement, filed April 28, 2010 with the Secretary of State
of the State of Wyoming, Filing Number 2010- 43800529 regarding Loan #36301554,
(o) Commercial Pledge Agreement dated March 19, 2010, among William G.
Kellen and Madeline T. Kellen, as grantor, and William G. Kellen, as borrower, and the
Bank regarding 566 shares of Rocky Mountain Capital Stock; Certificate Number 59,
dated September 30, 2005 regarding Loan #36301554,
(p) Assignment of Deposit Account, dated April 27, 2010, between William
G. Kellen and the Bank regarding checking account number 102102191; Loan
#36301554,
(q) Business Loan Agreement, dated January 28, 2008, between William G.
Kellen and the Bank regarding Loan #36301569,
(r) Promissory Note, dated January 28, 2008, in the original principal amount
of $141,794 regarding Loan #36301569,
(s) Mortgage, dated January 28, 2008 and recorded February 1, 2008 in Book
6853 Mtg Page 475 in the Office of the County Clerk of Lincoln County, Wyoming,
among William G. Kellen and Sherry P. Kellen, husband and wife, as grantor, and the
Bank relating to property known as 700 JC Penney Drive, Kemmerer, Wyoming
regarding Loan #36301569, as amended, modified, restated or supplemented (the
"Mortgage
2
4832 -5776- 0266.1
000720
(t) Commercial Security Agreement, dated January 28, 2008, between
William G. Kellen and the Bank regarding Loan #36301569,
(u) UCC Financing Statement, filed January 30, 2008 with the Secretary of
State of the State of Wyoming, Filing Number 2008 35563642 regarding Loan
#36301569.
2. The Loan Documents encumber the property listed in Schedule A hereto
(collectively, the "Property
3. The Lodge at Pinedale, LLC "Lodge at Pinedale and Pinedale Entertainment
Partners, LLC "Pinedale Entertainment" and together with the Lodge at Pinedale the "Affiliated
Borrowers obtained financing in the amount of $3,200,000 and $1,158,130, respectively
"Affiliated Loans from Lender, which loans were enhanced by guaranties from William G.
Kellen, Sherry P. Kellen and Thomas M. Kellen "Affiliated Guarantors and secured by
Mortgages by the Affiliated Borrowers, William G. Kellen, Sherry P. Kellen and/or Thomas M.
Kellen "Affiliated Grantors in accordance with the following loan documents "Affiliated
Loan Documents
(a) $3,200,000 Loan to Lodge at Pinedale "Lodge at Pinedale Loan")
pursuant to the following loan documents (collectively, "Lodge at Pinedale Loan
Documents
(i) Business Loan Agreement, dated June 20, 2008, by and between
Lodge at Pinedale and Rocky Mountain Bank "Bank relating to the Lodge at
Pinedale Loan,
(ii) Promissory Note by Lodge at Pinedale, dated June 20, 2008, in the
original principal amount of $3,200,000,
(iii) Mortgage, dated June 20, 2008 and recorded June 20, 2008 in
Book 163 Mtg Page 361 in the Office of the County Clerk of Sublette County,
Wyoming, from William G. Kellen and Sherry P. Kellen, husband and wife, for
the benefit of Bank relating to the Lodge at Pinedale Loan regarding property
known as 1054 West Pine Street, Pinedale, Wyoming,
(iv) Commercial Guaranty by William G. Kellen in favor of Bank
dated June 20, 2008,
(v) Commercial Guaranty by Sherry P. Kellen in favor of Bank dated
June 20, 2008,
(vi) Commercial Security Agreement, dated February 3, 2006, by and
between the Lodge at Pinedale, as grantor, and the Bank, relating to the Lodge at
Pinedale Loan,
(vii) UCC Financing Statement, filed February 28, 2008 with the
Secretary of State of the State of Wyoming as document number 2008 35848950,
3
000721
(viii) Commercial Security Agreement, dated February 3, 2006, by and
among the William G. Kellen and Sherry P. Kellen, as grantor, the Lodge at
Pinedale, as borrower, and the Bank, relating to the Lodge at Pinedale Loan, and
(ix) UCC Financing Statement, filed February 28, 2008 with the
Secretary of State of the State of Wyoming as document number 2008 35848445.
(b) $1,158,130 Loan to Pinedale Entertainment "Pinedale Entertainment
Loan") pursuant to the following loan documents (collectively, "Pinedale Entertainment
Loan Documents
(i)
Change in Terms Agreement, dated August 7, 2008,
(ii) Business Loan Agreement, dated February 21, 2006, by and
between Pinedale Entertainment and the Bank relating to the Pinedale
Entertainment Loan,
(iii) Promissory Note by Pinedale Entertainment, dated February 21,
2006, in the principal amount of $1,158,130,
(iv) Mortgage, dated February 21, 2006 and recorded March 23, 2006
in Book 133 Mtg Page 266, and re- recorded in Book 146 Mtg Page 1, in the
Office of the County Clerk of Sublette County, Wyoming from William G. Kellen
and Sherry P. Kellen and Pinedale Entertainment to the Bank relating to the
Pinedale Entertainment Loan regarding property known as 153 S. Entertainment
Lane, Pinedale, Wyoming,
(v) Commercial Guaranty by William G. Kellen in favor of the Bank
dated February 21, 2006,
(vi) Commercial Guaranty by Thomas Kellen in favor of the Bank
dated February 21, 2006, and
(vii) Subordination Agreement, dated February 21, 2006, among
Pinedale Entertainment, as borrower, William G. Kellen, as creditor, and the
Bank.
4. Borrower, Grantors, Affiliated Borrowers, Affiliated Guarantors, Affiliated
Grantors and Lender are parties to that certain Amendment to Loan Documents dated as of
August 1, 2011, (the "Amendment which amends the Mortgage as follows. Initially
capitalized terms not otherwise defined in this Memorandum shall have the meanings set forth in
the Amendment.
5. The Amendment extends the Maturity Date of the Loan to mean the earlier of (i)
the date on which the Loan is accelerated, or (ii) June 1, 2014 for all purposes.
6. Without limiting the extent to which such matters are already granted and agreed
to in the Loan Documents, the Affiliated Loan Documents and the Amendment, the Borrower,
4832 -5776- 0266.1 4
000722
Grantors and Lender hereby agree and confirm that: (a) the Property and all other collateral
related to the Affiliated Loans as further described in the Amendment shall secure the payment
and performance by the Borrowers, Grantors, Affiliated Borrowers, Affiliated Guarantors and
Affiliated Grantors of their obligations related to the Loan, Loan Documents, Affiliated Loans
and Affiliated Loan Documents; and (b) Lender's liens and security interests in the Property and
liens and security interests in all other collateral related to the Loan and the Affiliated Loans as
further described in the Loan Documents, the Affiliated Loan Documents and the Amendment
shall secure payment and performance by the Borrower, Grantors, Affiliated Borrowers,
Affiliated Guarantors and Affiliated Grantors of their obligations related to the Loan, Loan
Documents, Affiliated Loans and Affiliated Loan Documents and such liens and security
interests shall not be terminated or released in whole or in part unless and until all such
obligations are fully paid and satisfied, notwithstanding the fact that one or more of the Loan or
Affiliated Loans may become fully paid.
7. Without limiting the extent to which such matters are already agreed to in the
Loan Documents and the Affiliated Loan Documents, the Borrower, Grantors and Lender hereby
agree and confirm that any Borrower, Grantor Affiliated Borrower, Affiliated Guarantor and
Affiliated Grantor default under any Loan Document or Affiliated Loan Document shall also be
a default under each other Loan Document and under each Affiliated Loan Document.
8. The Parties executed the Amendment to reaffirm their respective rights and
obligations under the Loan Documents.
9. This Memorandum may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same
document.
[SIGNATURES APPEARS ON FOLLOWING PAGES]
4832 -5776- 0266.1 5
IN WITNESS WHEREOF, the Parties have executed this Memorandum of Amendment
to Loan Documents on the date first above written.
[SEAL]
Witness my hand and official seal.
LENDER:
Memorandum of Amendment to Loan Documents
000723
ROCKY MOUNTAIN BANK, a Wyoming state
chartered bank
By )444-d c1 4
Name 4 ot4Ezv ,T' 5«i-✓E 4
Title SPA -Att. s5 orFI CEO
STATE OF WYOMING
ss.
COUNTY OF t D
The foregoin, instrument was acknowledged before me this 1 day of August, 2011, by
the Qe r i to Ip p u of Rocky
Mountain Bank, a Wyoming state chartered bank, on behalf of same.
Notary Pu .lic
My commission expires: UO v C's 1 Ub(°l' (2 f q
[SEAL]
Witness my hand and official seal.
Gretchen Mastin Notary Public
County of
Sublette
State of
Wyoming
My Commission Expires 3/24/2012
BORROWER:
William G. Kellen
000724
STATE OF WYOMING
ss.
COUNTY OF I
The foregoing instrument was acknowledged before me this/a day of August, 2011, by
William G. Kellen.
4//e-i(LiA C A/./44:
Notary Public
My commission expires: /1 t/
Memorandum of Amendment to Loan Documents
STATE OF WYOMING
COUNTY OF 6
Witness my hand and official seal.
Gretchen Mastin Notary Public
State of
Wyoming
My Commission Expires 3/24 /2012
County of
Sub tette
[SEAL]
STATE OF WYOMING
COUNTY OF S
[SEAL]
s
s s.
Witness my hand and official seal.
Gretchen Mastin Notary Public
County of r, State of
Sublette Wyoming
My Commission Expires 3/24 /2012
GRANTORS:
William G. Kellen, Individually
Sherry P. Kid en, Individually
Kellen, Indivi ually
The foregoing instrument was acknowledged before me this /day of August, 2011, by
William G. Kellen and Sherry P. Kellen.
otary Public
My commission expires: ,3A-ce/ Ze t
n49
The foregoing instrument was acknowledged before me this day of August, 2011, by
Thomas M. Kellen.
1k'
000725
Notary Public
My commission expires: Z 2--C/ Z
Memorandum of Amendment to Loan Documents
SCHEDULE A
Legal Description
000726
Lots 20 and 21 of Block 13 of the Original Town of Kemmerer, Lincoln County, Wyoming as
described on the official plat thereof.