SUPERSEDE ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.
THERE ARE NO ORAL AGREEMENTS
AMONG THE PARTIES HERETO.
Executed as of the date first written above.
BORROWER:
CONSOLIDATED MORTGAGE, LLC
By: /s/Todd B. Parriott
Todd B. Parriott
President
LENDER:
DESERT CAPITAL TRS, INC.
By: /s/Stacy M.
Riffe
Stacy M. Riffe
Chief Financial Officer
By execution hereof, Sandstone Equity Investors, LLC, a Delaware limited
liability company ("Sandstone") hereby consents and agrees to this First
Amendment to Loan Agreement and agrees that the Pledge Agreement dated November
21, 2007 to which it is a party, is in full force and effect and shall remain in
full force and effect and shall continue to be the legal, valid and binding
obligation of Sandstone enforceable against Sandstone in accordance with its
terms.
Sandstone further acknowledges and agrees that the term "Indebtedness"
as defined in the Pledge Agreement includes, without limitation, the
indebtedness, liabilities and obligations of Maker to Payee evidenced by the
Note, as modified pursuant to the Modification of Note Agreement dated of even
date herewith.
SANDSTONE EQUITY INVESTORS, LLC
By: /s/Todd B. Parriott
Todd B. Parriott
President