EXHIBIT 10.15
MORTGAGE MODIFICATION AGREEMENT
THIS MORTGAGE MODIFICATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 12, 1996 by and between SAGI REALTY LTD., an Ohio
limited liability company ("Borrower") and NATIONAL CITY BANK OF COLUMBUS,
FORMERLY KNOWN AS NATIONAL CITY BANK, COLUMBUS, a national banking association
("Bank").
WHEREAS, Borrower executed a certain promissory note (the "Note") dated April 1,
1996, in the original principal amount of $2,000,000.00 payable to the order of
Bank on or before October 1, 2006; and
WHEREAS, the Note is secured by a certain Open-End mortgage (the "Mortgage")
executed by Borrower, dated April 1, 1996, filed for record on April 20, 1996
and recorded in Volume 31560, Page C20 of the Official Records of Franklin
County, Ohio; and
WHEREAS, the parties have agreed to increase the amount of the loan to
$2,125,000.00 which increase is evidenced by a certain promissory note dated
December 12, 1996 which promissory note shall replace (but not serve as a
satisfaction of) the Note and shall be in the original principal amount of
$2,125,000.00 (the "Replacement Note"); and
WHEREAS, the parties desire to modify the Mortgage to provide for the
Replacement Note, but otherwise to preserve all other terms and conditions of
the Mortgage and any other instrument or document executed in connection
therewith.
NOW THEREFORE, in consideration of and subject to the covenants and terms
contained herein and for other good and valuable consideration, the parties
hereto agree as follows:
1. MODIFICATION OF MORTGAGE. Section 2 of the Mortgage is hereby deleted in
its entirety and the following is hereby inserted in its place:
OBLIGATIONS SECURED. This Mortgage is given to secure payment of the
Subject Debt. "SUBJECT DEBT" means, collectively, the principal of,
interest on, fees, late charges, premiums, and other amounts owing under a
certain promissory note made by Grantor on December 12, 1996 in the face
amount of TWO MILLION ONE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS
($2,125,000.00), and payable to the order of Bank on or before December 1,
2006, and all amendments, modifications, extensions, and renewals of any
thereof, to the extent that the total loan indebtedness secured by this
Mortgage, exclusive of the interest thereon, does not at any time exceed
TWO MILLION ONE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS
($2,125,000.00), plus all unpaid advances of Bank with respect to the
Premises for the payment of taxes, assessments, insurance premiums, or
costs incurred in the protection or operation of the Premises, and all
other obligations of Grantor under this Mortgage.
2. RATIFICATION OF MORTGAGE AND SECURITY AGREEMENT. Except as herein
expressly modified, the parties hereto ratify, approve, accept and confirm
all of the terms and conditions of the Mortgage and of any security
agreement executed in connection therewith.
3. CONTINUATION OF MORTGAGE LIENS AND SECURITY INTERESTS. Except for the
modifications above stated, the parties hereby expressly intend that this
Agreement shall not constitute the creation of a new debt or the
extinguishment of the debt evidenced by the Note or any replacement
therefor; nor shall it in any manner affect or impair any mortgage lien or
security interest originally granted in connection with the Note, which
Borrower hereby acknowledges to be valid and existing liens on the
property described in the Mortgage or security agreement originally
executed in connection with or referencing the Note, and said mortgage
liens or security interests are hereby agreed to be continued in full
force and effect from the date hereof until the debt evidenced by the
Replacement Note is fully satisfied.
4. NO COURSE OF DEALING; WAIVER. Borrower expressly acknowledges and agrees
that the execution of this Agreement shall not constitute a waiver of, and
shall not preclude the exercise of, any right, power or remedy granted to
Bank in any document evidencing the indebtedness of Borrower to Bank, or
as provided by law, except to the extent expressly provided herein. No
previous modification, extension, or compromise entered into with respect
to any indebtedness of Borrower to Bank shall constitute a course of
dealing or be inferred or construed as constituting an express or implied
understanding to enter into any future modification, extension or
compromise. No delay on the part of Bank in exercising any right, power or
remedy shall operate as a waiver thereof or otherwise prejudice Bank's
rights, powers or remedies.
5. FURTHER ASSURANCES. Borrower further agrees to execute and deliver any and
all other documents and take any and all other steps or actions reasonably
deemed necessary by Bank to effectuate this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in manner and form sufficient to bind them at Columbus, Franklin County, Ohio as
of the date first above written.
Signed and Acknowledged
in the Presence of: GRANTOR:
/s/ BRIAN T. STRAYTON SAGI REALTY LTD.
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witness as to all signatures
By: Safe Auto Group, Inc., an
Ohio Corporation, a Member
BRIAN T STRAYTON
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witness name printed
By: /s/ Ari Deshe
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Ari Deshe, President
/s/ DEBORAH D. SMITHERS
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witness as to all signatures
By: Safe Auto Group Agency,
Inc., an Ohio Corporation,
a Member
DEBORAH D. SMITHERS
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witness name printed
By: /s/ Ari Deshe
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Ari Deshe, President
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STATE OF OHIO
COUNTY OF FRANKLIN, SS :
BEFORE ME, a Notary Public in and for said County and State, personally appeared
Ari Deshe, in his capacity as President of Safe Auto Group, Inc., in its
capacity as a Member of, SAGI Realty Ltd., who acknowledged that he did sign the
foregoing for and on behalf of that entity, with all necessary power and
authority to do so, and that the same is the free act and deed of that entity
and is the free act and deed of each such individual personally and in
the capacity herein before set forth.
IN TESTIMONY, I set my hand and official seal this 12th day of December 1996.
[STAMP]
/s/ Deborah D. Smithers
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Notary Public
STATE OF OHIO
COUNTY OF FRANKLIN, SS :
BEFORE ME, a Notary Public in and for said County and State, personally appeared
Ari Deshe, in his capacity as President of Safe Auto Group Agency, Inc., in its
capacity as a Member of, SAGI Realty Ltd., who acknowledged that he did sign the
foregoing for and on behalf of that entity, with all necessary power and
authority to do so, and that the same is the free act and deed of that entity
and is the free act and deed of each such individual personally and in the
capacity herein before set forth.
IN TESTIMONY, I set my hand and official seal this 12th day of December 1996.
/s/ Deborah D. Smithers
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Notary Public
This instrument prepared by: [STAMP]
National City Bank of Columbus
Law Department
155 East Broad Street
Columbus, Ohio 43251
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