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STANDBY CREDITOR’S
AGREEMENT
Certain Defined Terms
SBA Loan # 90120540-08
SBA Loan Name LAPORTE TRAVEL PLAZA
Date Jamary 24, 2008 +
Authorization the Authorization for Debenture Guaranty, as amended, issued by the SBA in
connection with the CDC Loan and bearing SBA Loan # 90120540-08
Borrower SHAWN IBRAHIM, INC.
cDc HOUSTON-GALVESTON ARBA LOCAL DEVELOPMENT CORPORATION
CDC Loan the foun from the CDC to the Borrower exiended pursuant to the Authorization
Standby Creditor SUNNYLAND DEVELOPMENT, INC.
Standby Debt $200,000.00, plus interest and other amounts specified in the instrument (if any)
bi evidencing the Standby Debt, a copy of which is annexed hereto.
|: Standby Debtor SHAWN IBRAHIM, INC.
To induce CDC to make the CDC Loan to Borrower, and in consideration of the making by CDC of ihe CDC Loan,
Standby Creditor hereby represents, warrants and covenants
to and with CDC, its successors and assigns, as follows:
1 There is owing by Standby Debtor to Standby Creditor the amount of the Standby Debt.
2. Standby Creditor agrees:
a, To accept no further payments on the Standby Debt except as permitted in the Authorization.
b. To turn over to CDC, within L5 days of receipt, payments received by Standby Creditor from Standby
Debtor in violation of this Agreement.
To take no action to enforce claims against Standby Debtor on the Standby Debt, without written
consent from CDC, until the CDC Loan is satisfied.
To take no action against Standby Debtor's collateral, without written consent from CDC, until the
CDC Loan is satisfied.
That all liens and security interests securing the Standby Debt are secondary and inferior
to all liens
and security interests securing the CDC Loan.
To sign any other documentation required by CDC to subordinate the liens and security interests
securing the Standby Debt to the liens and security interests securing the CDC Loan.
Standby Creditor's Agreement
Loan No.: 90120540-08 Page 1/2
xhibit D - Page 1 of 5
CDC, in its sole discretion, may take any action without affecting this Agreement, including but not limited to
the following:
a, Modify the terms of the CDC Loan.
b Grant an extension or renewal of the CDC Loan,
Defer payments or enter into a workout agreement on the CDC Loan.
Release or substitute collateral securing the CDC Loan.
Forbear from collecting on existing collateral or requiring additional collateral.
f Declare a default on the CDC Loan and notify Standby Creditor to stop accepting payments.
&. Agree to release, compromise, or settlement of the CDC Loan.
‘This Agreement applies to any successor to the Standby Creditor or assignee of this Agreement or of the
Standby Debt, including any bankcupicy trustee or receiver or guarantors or sureties of the Standby Debt.
Additional Loans made by Standby Creditor
to Standby Debtor will be subject to the terms of this Agreement,
unless CDC agrees otherwise in writing.
WD DEVELOPMENT, INC,
a Texas co ion NY
By: \\A SKA
Name! fy SS
Title: ZEN]
ASSII rr 4 Standby Creditor's Agreement to SBA.
By: Date: January 24, 2008
Typed Name: J; WALSH, Loan Officer authorized officer of CDC,
Standby Creditor’s Agreement
Loan No.: 90120540-08 Page 2/2
Exhibit D - Page 2 of 5
Promissory Note
Date: December / 2005
Borrower: Shawn Ibrahim, Inc., a Texas corporation.
Borrower's Malling Address:
Mee
4 5 y.
County
Lender: Sunnyland Development, Inc., a Texas corporation.
Place for Payment:
Ba GMD SMe cos that Lender
may designate in waiting
Principal Amount: Two Hundred Thousand and No/100 Doliars ($200,000.00)
Annual Interest Rate: Nine Percent (9.00%)
Maturity Date: July 1, 2014
Annual Interest Rate on Matured, Unpaid Amounts: Eighteen Percent (18.00%)
‘Terms of Payment (principal and interest):
The Principal Amount and interest are due and payable is equal monthly installments of TWO THOUSAND
NINE HUNDRED THIRTY AND 04/100 DOLLARS ($2,930.04), on the first day of each month, beginning July 1,
2006 and continuing until the unpaid principal and accrued, anpaid interest have been paid in full. Payments will be
plied first to accrued interest and the remainder to reduction of the Principal Amount.
Security for Payment; This note is secured by adeed of trust and security agreement dated December, » 2005 from
Gco Bammel Enterprises, Inc. to Arif Lasji, trustee, which covers the personal property described in the deed of trast
and security agreement and the following real property:
See Exhibit "A" attached hereto and made a part hereof for all intents and purposes...
Other Security for Payment: None
Borrower promises to pay to the order ofLender the Principal Amount plus interest at the Annual Interest Rate.
‘This note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the
Maturity Date, After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest
Rate on Matured, Unpaid Amounts,
Notwithstanding any other provision of this note, in the event ofa default, before exercising any of Lender's
remedies under this note or any deed of trust with security agreement securing or collateral to it, Lender will first give
Borrower written notice of default and Borrower will have ten days after notice is given in which to cure the default. Ef
the default is not cured ten days after notice, Borrower and each surety, endorser, and guarantor waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity. protest,
and notice of protest, to the extent permitted by Jaw.
Borrower also promises to pay reasonable attomey’s fees and court and other costs if this nate is placed in the
Exhibit D - Page 3 of 5
hands of an attomey to collect or enforce the note. These expenses will bear interest from the date of advance at the
Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at
the Place for Payment. These expenses and interest will become part of the debt evidenced by the note and will be
secured by any security for payment,
Prepayment: Borrower may prepay this note in any amount at any time before the Maturity Date without penalty or
premium.
Apptication of Prepayment: Prepayments will be applied to installments onthe last maturing principal,
and interest on that prepaid principal will immediately cease to accrue.
Interest on the debt evidenced by this note will not exceed the maximum rate or amount of nonusurious interest
ihat may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum
amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any
acceleration or required or permitted prepayment, any excess interest will be caziceled automatically as of the acceleration
or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal
Amount has been paid, refunded. This provision overrides any conflicting provisions in this note and all other
instraments concerning the debt,
Each Borcower is responsible for all obligations represented by this note,
‘When the context requires, singular nouns and pronouns include the plural.
‘The liens securing this note are subordinate tothe 2 liens securing, two notes in the original principal amountsof
One Million Bight Hundred Fifly Five Thousand and NO/100 DOLLARS ($1,855,000.00), and Nine Hundred Eighty
Two Thousand and NO/100 DOLLARS ($982,000.00), respectively, both being of even date herewith, and executed by
Shawn Ibrahim, Inc,, payable to the order of Sterling Bank. Further, the liens securing this note are subordinate to the
lien securing another note in the original principal amount of One Hundred Fifty Thousand and NO/100 DOLLARS
($150,000.00) of even date herewith and executed by Shawn Ibrahim, Inc., payable to the order of Susser Petroleum
Company, L.P..
If any installment becomes overdue for more than fifteen days, at Lender's option alate payment charge of
$250.00 may be charged in order to defray the expense of handling the delinquent payment.
A defauit exists under this note if (1} (a) Borrower or (b) any other person liable on any part of this note or who
grants a lien or security interest on property as security for any part of this note (an "Other Obligated Party”) fails to
timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or any Other
Obligated Party; (2) any warranty, covenant, or representation in this note or in any other written agreement between
Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for
Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the
"Collateral Security”) for any part of this note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a
bankruptcy or insolvency proceeding is commenced by Borrower, a partnership-of which Borrower is a general partner,
or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower, 2
partnership of which Borrower is a general partner, or an Other Obligated Party and (b) the proceeding cominues without
dismissal for sixty days, the party against whom the proceeding is commenced admits the material allegations of the
petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, hegins to wind up its
affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or ay event occurs or condition
exists that permits the dissolution or winding up of the affairs of any of the following partics: Borrower,a partnership of
which Borrower is 2 general partner, or an Other Obligated Party; and (8) any Collateral Security is impaired by loss,
tholt, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly
replaced with coliateral security of like kind and quality or restored to its former condition.
If any provision of this note conflicts with any provision of a loan agreement, deed of trust, or security
agreement of ‘the same transaction between Lender and Borrower, the provisions of the. note will govern to the extent of
Exhibit D - Page 4 of 5
the conflict.
This note will be construed under the laws of the state of Texas, without regard to choice-of-law rules of any
jurisdiction.
Shawn Ibrahim, {nc., a Texas corporation,
‘Name Printed:
President Di WIPO ict
For value received, we, __ Mahmood Aktar and Muhammad Amin,
jointly and severally, absolutely, irrevocably, and unconditionally guarantee payment of this note according
to its termsto
the same extent as if we wero Borrowers on this note. We jointly and severally waive al! demands and all notices,
including notice of intention to accelerate maturity, notice of acceleration of maturity, notice of nonpayment or default,
presentment for payment, protest, notice of protest, suit, and diligence. We also jointly and severally waive any notice of
and defense based on the extension of time of payment or change in methods of payment or the release of'any collateral
securing this note and consent to all renewals, extensions, and other adjustments in the manner of payment of this note
and any transfer of this note to any third party, This is an unconditional guaranty of payment and performance, not of
collection, and it is an agreement of guaranty, not of suretyship, We jointly and severally waive all requirements of Jaw,
if any, that any collection efforts be made against Borrower or that any action be brought against Borrower before
resorting to this guaranty.
‘Name Printed:
TDL#
Mahmood Aktar
DLE OYFe/ PES
$ SN GSG~ 2Y- SAG 2
DL#
SSN 593 6-1 FF}
Exhibit D - Page 5 of 5
Preview
meee sf STANDBY CREDITOR’S AGREEMENT Certain Defined Terms SBA Loan # 90120540-08 SBA Loan Name LAPORTE TRAVEL PLAZA Date Jamary 24, 2008 + Authorization the Authorization for Debenture Guaranty, as amended, issued by the SBA in connection with the CDC Loan and bearing SBA Loan # 90120540-08 Borrower SHAWN IBRAHIM, INC. cDc HOUSTON-GALVESTON ARBA LOCAL DEVELOPMENT CORPORATION CDC Loan the foun from the CDC to the Borrower exiended pursuant to the Authorization Standby Creditor SUNNYLAND DEVELOPMENT, INC. Standby Debt $200,000.00, plus interest and other amounts specified in the instrument (if any) bi evidencing the Standby Debt, a copy of which is annexed hereto. |: Standby Debtor SHAWN IBRAHIM, INC. To induce CDC to make the CDC Loan to Borrower, and in consideration of the making by CDC of ihe CDC Loan, Standby Creditor hereby represents, warrants and covenants to and with CDC, its successors and assigns, as follows: 1 There is owing by Standby Debtor to Standby Creditor the amount of the Standby Debt. 2. Standby Creditor agrees: a, To accept no further payments on the Standby Debt except as permitted in the Authorization. b. To turn over to CDC, within L5 days of receipt, payments received by Standby Creditor from Standby Debtor in violation of this Agreement. To take no action to enforce claims against Standby Debtor on the Standby Debt, without written consent from CDC, until the CDC Loan is satisfied. To take no action against Standby Debtor's collateral, without written consent from CDC, until the CDC Loan is satisfied. That all liens and security interests securing the Standby Debt are secondary and inferior to all liens and security interests securing the CDC Loan. To sign any other documentation required by CDC to subordinate the liens and security interests securing the Standby Debt to the liens and security interests securing the CDC Loan. Standby Creditor's Agreement Loan No.: 90120540-08 Page 1/2 xhibit D - Page 1 of 5 CDC, in its sole discretion, may take any action without affecting this Agreement, including but not limited to the following: a, Modify the terms of the CDC Loan. b Grant an extension or renewal of the CDC Loan, Defer payments or enter into a workout agreement on the CDC Loan. Release or substitute collateral securing the CDC Loan. Forbear from collecting on existing collateral or requiring additional collateral. f Declare a default on the CDC Loan and notify Standby Creditor to stop accepting payments. &. Agree to release, compromise, or settlement of the CDC Loan. ‘This Agreement applies to any successor to the Standby Creditor or assignee of this Agreement or of the Standby Debt, including any bankcupicy trustee or receiver or guarantors or sureties of the Standby Debt. Additional Loans made by Standby Creditor to Standby Debtor will be subject to the terms of this Agreement, unless CDC agrees otherwise in writing. WD DEVELOPMENT, INC, a Texas co ion NY By: \\A SKA Name! fy SS Title: ZEN] ASSII rr 4 Standby Creditor's Agreement to SBA. By: Date: January 24, 2008 Typed Name: J; WALSH, Loan Officer authorized officer of CDC, Standby Creditor’s Agreement Loan No.: 90120540-08 Page 2/2 Exhibit D - Page 2 of 5 Promissory Note Date: December / 2005 Borrower: Shawn Ibrahim, Inc., a Texas corporation. Borrower's Malling Address: Mee 4 5 y. County Lender: Sunnyland Development, Inc., a Texas corporation. Place for Payment: Ba GMD SMe cos that Lender may designate in waiting Principal Amount: Two Hundred Thousand and No/100 Doliars ($200,000.00) Annual Interest Rate: Nine Percent (9.00%) Maturity Date: July 1, 2014 Annual Interest Rate on Matured, Unpaid Amounts: Eighteen Percent (18.00%) ‘Terms of Payment (principal and interest): The Principal Amount and interest are due and payable is equal monthly installments of TWO THOUSAND NINE HUNDRED THIRTY AND 04/100 DOLLARS ($2,930.04), on the first day of each month, beginning July 1, 2006 and continuing until the unpaid principal and accrued, anpaid interest have been paid in full. Payments will be plied first to accrued interest and the remainder to reduction of the Principal Amount. Security for Payment; This note is secured by adeed of trust and security agreement dated December, » 2005 from Gco Bammel Enterprises, Inc. to Arif Lasji, trustee, which covers the personal property described in the deed of trast and security agreement and the following real property: See Exhibit "A" attached hereto and made a part hereof for all intents and purposes... Other Security for Payment: None Borrower promises to pay to the order ofLender the Principal Amount plus interest at the Annual Interest Rate. ‘This note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date, After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts, Notwithstanding any other provision of this note, in the event ofa default, before exercising any of Lender's remedies under this note or any deed of trust with security agreement securing or collateral to it, Lender will first give Borrower written notice of default and Borrower will have ten days after notice is given in which to cure the default. Ef the default is not cured ten days after notice, Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity. protest, and notice of protest, to the extent permitted by Jaw. Borrower also promises to pay reasonable attomey’s fees and court and other costs if this nate is placed in the Exhibit D - Page 3 of 5 hands of an attomey to collect or enforce the note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the note and will be secured by any security for payment, Prepayment: Borrower may prepay this note in any amount at any time before the Maturity Date without penalty or premium. Apptication of Prepayment: Prepayments will be applied to installments onthe last maturing principal, and interest on that prepaid principal will immediately cease to accrue. Interest on the debt evidenced by this note will not exceed the maximum rate or amount of nonusurious interest ihat may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be caziceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this note and all other instraments concerning the debt, Each Borcower is responsible for all obligations represented by this note, ‘When the context requires, singular nouns and pronouns include the plural. ‘The liens securing this note are subordinate tothe 2 liens securing, two notes in the original principal amountsof One Million Bight Hundred Fifly Five Thousand and NO/100 DOLLARS ($1,855,000.00), and Nine Hundred Eighty Two Thousand and NO/100 DOLLARS ($982,000.00), respectively, both being of even date herewith, and executed by Shawn Ibrahim, Inc,, payable to the order of Sterling Bank. Further, the liens securing this note are subordinate to the lien securing another note in the original principal amount of One Hundred Fifty Thousand and NO/100 DOLLARS ($150,000.00) of even date herewith and executed by Shawn Ibrahim, Inc., payable to the order of Susser Petroleum Company, L.P.. If any installment becomes overdue for more than fifteen days, at Lender's option alate payment charge of $250.00 may be charged in order to defray the expense of handling the delinquent payment. A defauit exists under this note if (1} (a) Borrower or (b) any other person liable on any part of this note or who grants a lien or security interest on property as security for any part of this note (an "Other Obligated Party”) fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or any Other Obligated Party; (2) any warranty, covenant, or representation in this note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security”) for any part of this note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower, a partnership-of which Borrower is a general partner, or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower, 2 partnership of which Borrower is a general partner, or an Other Obligated Party and (b) the proceeding cominues without dismissal for sixty days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, hegins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or ay event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following partics: Borrower,a partnership of which Borrower is 2 general partner, or an Other Obligated Party; and (8) any Collateral Security is impaired by loss, tholt, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with coliateral security of like kind and quality or restored to its former condition. If any provision of this note conflicts with any provision of a loan agreement, deed of trust, or security agreement of ‘the same transaction between Lender and Borrower, the provisions of the. note will govern to the extent of Exhibit D - Page 4 of 5 the conflict. This note will be construed under the laws of the state of Texas, without regard to choice-of-law rules of any jurisdiction. Shawn Ibrahim, {nc., a Texas corporation, ‘Name Printed: President Di WIPO ict For value received, we, __ Mahmood Aktar and Muhammad Amin, jointly and severally, absolutely, irrevocably, and unconditionally guarantee payment of this note according to its termsto the same extent as if we wero Borrowers on this note. We jointly and severally waive al! demands and all notices, including notice of intention to accelerate maturity, notice of acceleration of maturity, notice of nonpayment or default, presentment for payment, protest, notice of protest, suit, and diligence. We also jointly and severally waive any notice of and defense based on the extension of time of payment or change in methods of payment or the release of'any collateral securing this note and consent to all renewals, extensions, and other adjustments in the manner of payment of this note and any transfer of this note to any third party, This is an unconditional guaranty of payment and performance, not of collection, and it is an agreement of guaranty, not of suretyship, We jointly and severally waive all requirements of Jaw, if any, that any collection efforts be made against Borrower or that any action be brought against Borrower before resorting to this guaranty. ‘Name Printed: TDL# Mahmood Aktar DLE OYFe/ PES $ SN GSG~ 2Y- SAG 2 DL# SSN 593 6-1 FF} Exhibit D - Page 5 of 5