Exhibit 10.53


 


	Colson Services Corp. - CDC Online	Page 1 of 3


 


		U.S. Small Business Administration 

NOTE (CDC/504 Loans)	 


 


	SBA Loan Number	 	4359085009
	SBA Loan Name	 	SUPERIOR AUTO BODY AND PAINT,
	Date	 	May 25, 2012
	Loan Amount	 	$1,159,000.00
	Borrower	 	MEIER PROPERTIES, SERIES LLC
	Operating Company	 	SUPERIOR AUTO BODY AND PAINT,
	CDC	 	08-067 MOUNTAIN WEST SMALL BUSINESS FINANCE


 


	Funding Date	 	July
    11, 2012	 	 	*
    Interest Rate 	 	2.42197%
	First Payment Due	 	August 01, 2012	 	 	* P&I
    Amount 	 	$6,093.51
	Note Maturity Date	 	July
    01, 2032	 	 	* Monthly
    Payment 	 	$7,517.15
	 	 	 	 	 	(* blank at signing)	 	 


 


1. PROMISE TO PAY


 


In return for the Loan, Borrower promises to pay to the order
of CDC the amount of $1,159,000.00 One Million One Hundred Fifty Nine Thousand and No/100 Dollars, interest on the unpaid principal
balance, the fees specified in the Servicing Agent Agreement, and all other amounts required by this Note.


 


2. DEFINITIONS


 


“Collateral” means any property taken as security
for payment of this Note or any guarantee of this Note.


“Debenture” means the
debenture issued by CDC to fund the Loan.


“Guarantor” means each
person or entity that signs a guarantee of payment of this Note.


“Loan” means the loan
evidenced by this Note.


“Loan Documents” means the documents related
to this loan signed by Borrower, Guarantor, or anyone who pledges collateral.


“SBA” means the Small
Business Adminstration, an Agency of the United States of America.


“Servicing Agent Agreement” means the agreement between
the Borrower and the CDC that, among other things, appoints a servicing agent (“Servicing Agent”) for this Note.


 


	SBA Form (1505) Conformed Copy	CDC Number:08-067	Loan Number:4359085009


 




    	 



    	 



    

 


	Colson Services Corp. - CDC Online	Page 2 of 3


 


3. DEBENTURE
& NOTE TERMS


 


Date of SBA Approval: 11/09/2010


 


	 	 	(A) Debenture	 	(B) Note(or Lease)
	A. Principal Amount *	 	$1,159,000.00	 	$1,159,000.00
	B. Date	 	07/11/2012	 	05/25/2012
	C. Interest Rate	 	2.38000%	 	2.42197% **
	D. Maturity Date *	 	07/01/2032	 	07/01/2032
	E. Payment Amount	 	$36,561.05	 	$7,517.15 ***
	F. Payment Dates	 	Semi-Annual January and July	 	The first of each month beginning August 01, 2012


 


		*	Item in Column A must be identical to item in Column B.



		**	The Note Rate is the interest rate charged on the Debenture, adjusted to reflect monthly amortization.



		***	Servicing fees are added to monthly principal and interest payments to arrive at Borrower’s total monthly payment.



 


4. PAYMENT


 


A.Borrower
agrees to:


 


(1)Make timely monthly payments
to CSA by Automatic Clearing House (ACH) or Federal Fund wire transfer if ACH is not available, or as approved by CSA in writing.


 


(2)Pay
all fees and closing costs owed by Borrower as described in this Agreement.


 


B.If the Borrower fails to
make timely payments, the CDC agrees to collect and send the delinquent payments it collects from the Borrower to the CSA.


 


5.UNDERWRITERS’
FEE


 


The offering of the Certificates to Investors through one or
more Underwriters has been arranged.


 


The Underwriters’ fee for this service is Four - Tenths of one
percent (0.40000%) of the total Debenture proceeds stated in Section 6.


 


(For calculation of Underwriters’ fee,
see section B.l of the 504 Authorization.)


 


	SBA Form (1506) Conformed Copy	CDC Number:08-067	Loan Number:4359085009


 




    	 



    	 



    

 


	Colson Services Corp. - CDC Online	Page 3 of 3


 


6. DISBURSEMENT AUTHORIZATION


 


	(Complete all information: enter “N/A” if not applicable)	 	Dollar Amount

                                                      Please round to the nearest dollar
	 
	Total Debenture Amount	 	$	1,159,000.00	 
	A. The Underwriters’ fee withheld prior to CSA receipt of funds	 	$	4,636.00	 
	B. Amount received by CSA	 	$	1,154,364.00	 
	C. The CSA will disburse the following:
	(1) Net Debenture Proceeds

                                                                          (by
                                         wire transfer)
	 	$	1,142,456.00	 
	(2) Fees and Closing Costs

                                                                          (Sum
                                         of (A) through (D) below)
	 	$	11,041.34	 
	(A) SBA Guaranty Fee

                                                                         (0.005
                                         times Net Debenture Proceeds)
	 	$	0.00	 
	(B)
                                         Funding Fee

                                                                                (0.0025 times Net Debenture Proceeds)
	 	$	2,856.14	 
	(C)
CDC Processing Fee


(0.015 times net debenture proceeds)




	 	$	0.00	 
	(D) CDC Closing Costs and Fees	 	$	8,185.20	 
	(3) Balance, if any, to the Borrower	 	$	866.66	 
	(4) Total CSA Disbursement

                                                                          (Sum
                                         of (1), (2) and (3))
	 	$	1,154,364.00	 



 


7. WIRE TRANSFER INSTRUCTIONS


 


A. Recipient Bank For Wire Of Net Debenture Proceeds


 


	Name of 

Recipient Bank	 	MOUNTAIN AMERICAN 

FEDERAL CREI 	 	City and 

State	 	WEST JORDAN, UT
	 	 	 	 	 	 	 
	Account Name	 	MEIER MANAGEMENT COMPANY, LLC 	 	Account Number	 	802600-5000.0000 SUP
	 	 	 	 	 	 	 
	Routing Symbol & Transaction Code	 	32407955	 	Attention of:	 	SBA DEPT.
	(must be 9 digits )	 	 	 	 	 	 


 


B. Correspondent Bank (Complete the
following only if recipient bank is not a Fed wire member)


 


	Correspondent Bank	City and
	Name	State
	 	 
	Account Name	Account Number
	 	 
	Routing Symbol &	 
	
        Transaction Code

        ( must be 9 digits )
	
        Attention

        of:



 


	SBA Form (1506) Conformed Copy	CDC Number:08-067	Loan Number:4359085009






 



    	 



    	 



    




 


U.S GOVERNMENT GUARANTEED


 


2.3800% DEVELOPMENT COMPANY PARTICIPATION
CERTIFICATES


SERIES 2012-20G


 


DEBENTURE PREPAYMENT PREMIUM SCHEDULE


 


SMALL BUSINESS CONCERN: SUPERIOR AUTO BODY AND PAINT, LLC


 


ISSUER: MOUNTAIN WEST SMALL BUSINESS FINANCE


 


	DEBENTURE NUMBER:	 	2012-20G/08-067-000107418 
	SBA LOAN NUMBER:	 	4359085009
	DEBENTURE PRINCIPAL:	 	$ 1159000.00


 


	PAYMENT	 	PREMIUM AMOUNT	 	 	PREPAYMENT	 
	DATE	 	*SEE NOTE (1)	 	 	RATE (%)	 
	JAN. 1, 2013	 	 	27024.06	 	 	 	2.38000	 
	JUL. 1, 2013	 	 	26475.50	 	 	 	2.38000	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2014	 	 	23328.36	 	 	 	2.14200	 
	JUL. 1, 2014	 	 	22822.83	 	 	 	2.14200	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2015	 	 	19832.25	 	 	 	1.90400	 
	JUL. 1, 2015	 	 	19372.13	 	 	 	1.90400	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2016	 	 	16543.22	 	 	 	1.66600	 
	JUL. 1, 2016	 	 	16130.98	 	 	 	1.66600	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2017	 	 	13469.00	 	 	 	1.42800	 
	JUL. 1, 2017	 	 	13107.19	 	 	 	1.42800	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2018	 	 	10617.56	 	 	 	1.19000	 
	JUL. 1, 2018	 	 	10308.83	 	 	 	1.19000	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2019	 	 	7997.14	 	 	 	0.95200	 
	JUL. 1, 2019	 	 	7744.25	 	 	 	0.95200	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2020	 	 	5616.26	 	 	 	0.71400	 
	JUL. 1, 2020	 	 	5422.05	 	 	 	0.71400	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2021	 	 	3483.68	 	 	 	0.47600	 
	JUL. 1, 2021	 	 	3351.11	 	 	 	0.47600	 
	 	 	 	 	 	 	 	 	 
	JAN. 1, 2022	 	 	1608.48	 	 	 	0.23800	 
	JUL. 1, 2022	 	 	1540.60	 	 	 	0.23800	 



 


*NOTE (1) PREMIUM AMOUNT IS BASED ON DEBENTURE BALANCE.


NO PREPAYMENT
PREMIUM AFTER THE TENTH YEAR.