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<br />103.
<br />
<br />EXHIBIT "D"
<br />
<br />DEED OF TRUST NOTE
<br />
<br />$1,500,000.00
<br />
<br />San Marcos, Texas
<br />
<br />July 15,2005
<br />
<br />FOR VALUE RECEIVED, the undersigned, John Q. Hammons, as Trustee of the Revocable Trust of
<br />John Q. Hammons, Dated December 28, 1989, as anlended and restated (herein sometimes called the
<br />"Maker"), hereby promises to pay to the order of the City of San Marcos, Texas, a Texas municipal
<br />corporation (herein sometimes called "Citv") at 630 East Hopkins, San Marcos, Texas 78666 (or at such
<br />other place as the holder hereof may designate in writing), the principal sum of One Million Five Hundred
<br />Thousand Dollars ($1,500,000.00), together with interest from the Interest Trigger Date on the principal
<br />balance from time to time remaining unpaid as hereinafter provided.
<br />
<br />The unpaid Principal Amount of this Deed of Trust Note (this "Note") (or portions thereof) from time to
<br />time outstanding shall bear interest from and after the Interest Trigger Date and shall be payable, prior to
<br />maturity, at the Applicable Rate, provided that in no event shall the Applicable Rate exceed the Maximum
<br />Rate.
<br />
<br />As used in this Note, the following terms shall have the meanings indicated:
<br />
<br />"Additional Costs" - Any costs, losses or expenses incurred by City which it determines are
<br />attributable to its making or maintaining the Loan.
<br />
<br />"Applicable Rate" - Four and one-quarter percent (4.25%)
<br />
<br />"Default Rate" - Fourteen and one-quarter percent (14.25%)
<br />
<br />"Interest Trie:e:er Date" - Means the earlier of (i) the date on which an Event of Default occurs
<br />or (ii) January 1,2006.
<br />
<br />"Loan" - The One Million Five Hundred Thousand and Noll 00 Dollars ($1,500,000.00) loan to
<br />be made to Maker by City evidenced hereby and secured by the Deed of Trust.
<br />
<br />"Maximum Rate" - The maximum lawful rate of interest which is to be contracted for, charged,
<br />taken, received or reserved by City in accordance with applicable laws in the State of Texas (or applicable
<br />United States federal law to the extent that such law permits City to contract for, charge, take, receive or
<br />reserve a greater amount of interest than under Texas law), taking into account all Charges made in
<br />connection with the transaction evidenced by this Note and the other Loan Documents. As used herein,
<br />the term "Charges" shall mean all fees, charges and/or any other things of value, if any, contracted for,
<br />charged, taken, received or reserved by City in connection with the transactions relating to this Note and
<br />the other Loan Documents which are treated as interest under applicable law.
<br />
<br />"Morte:ae:ed Propertv" - The real property, improvements, fixtures and other property and
<br />interest described in the Deed of Trust.
<br />
<br />"Principal Amount" - That portion of the Loan evidenced hereby as is from time to time
<br />outstanding.
<br />
<br />This Note is executed in connection with that certain Chapter 380 Economic Development Grant
<br />and Loan Agreement (as the same may be renewed, extended, amended, supplemented or modified, the
<br />
<br />D-l
<br />
<br />779097.9
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