Payoff and Lien Release Letter for Galewood Yard Sale – LaSalle Bank, CMC Heartland Partners, and Near North National Title Corp.

Summary

This letter agreement involves LaSalle Bank, CMC Heartland Partners (the borrower), and Near North National Title Corporation. It confirms that CMC Heartland Partners will use all proceeds from the sale of the Galewood Yard property to partially repay its loan to LaSalle Bank. Upon receipt of the sale proceeds, LaSalle Bank will release its liens and security interests on the property. The agreement also states that only the liens on the sold property will be released, not on any other assets. The parties agree to treat faxed copies as originals.

EX-10.29 3 0003.txt PAYOFF LETTER DATED AUGUST 1, 2000 Exhibit 10.29 LASALLE BANK NATIONAL ASSOCIATION 135 South LaSalle Street Chicago, Illinois 60603 August 1, 2000 Near North National Title Corporation Attn: Gunter 222 North LaSalle Street Chicago, Illinois 60601 Re: Payoff With Respect to Sale of a Portion of the Property Commonly Known as Galewood Yard by CMC Heartland Partners ("Borrower") to Loren Joseph Corp., ("Purchaser"); Near North National Title Corporation ALTA Commitment No. N0000616 -------------------------------------------------------------- Dear Gunter: Reference is hereby made to that certain Commitment for Title Insurance issued by Near North National Title Corporation and known as Commitment No. N0000616 (the "Commitment"). LaSalle Bank National Association ("LaSalle") has been informed by Borrower that pursuant to the terms of that certain Purchase and Sale Agreement between Borrower and Purchaser, Borrower will be selling the land and improvements commonly known as Galewood Yard (the "Property", as set forth on Schedule A of the Commitment) to Purchaser on August 1, 2000. Borrower will be using all the proceeds of such sale to make a partial prepayment of the obligations and indebtedness owing by Borrower to LaSalle under that certain Amended and Restated Loan and Security Agreement, dated as of June 30, 1998 (the "Loan Agreement"), as amended from time to time, and Borrower further agrees that as a result of the sale of the Property, LaSalle will permanently reduce the Revolving Credit Commitment (as defined in the Loan Agreement) by an amount equal to Three Million Five Hundred Thousand Dollars ($3,500,000.00). Upon confirmation of receipt by LaSalle of all the proceeds of the above referenced sale, all liens and security interests of LaSalle on the Property given to secure the Loan Agreement shall be deemed to be released and terminated, including but not limited to, the following: i) Mortgage and Security Agreement ("Mortgage") dated as of June 30, 1998, recorded with the Recorder of Deeds of Cook County ("Recorder") on July 8, 1998 as Document No. 98587672, and re-recorded November 12, 1998 as Document No. 08017918; Near North National Title Corporation August 1, 2000 Page 2 ii) Amendment to Mortgage dated as of October 23, 1998, recorded with the Recorder on October 23, 1998 as Document No. 98955932; iii) Second Amendment to Mortgage dated as of April 29, 1999, recorded with the Recorder on July 6, 1999 as Document No. 99645350; iv) Third Amendment to Mortgage dated as of November 18, 1999, recorded with the Recorder on December 28, 1999 as Document No. 09200659; v) Fourth Amendment to Mortgage dated as of March 20, 2000, recorded with the Recorder on March 27, 2000 as Document No. 00214991; vi) Assignment of Rents and Leases ("Assignment") dated as of June 30, 1998, recorded with the Recorder on July 8, 1998 as Document No. 98587673; vii) Amendment to Assignment dated as of October 23, 1998, recorded with the Recorder on October 23, 1998 as Document No. 98955931; viii) Second Amendment to Assignment dated as of April 29, 1999, recorded with the Recorder on July 6, 1999 as Document No. 99645351; ix) Third Amendment to Assignment dated as of November 18, 1999, recorded with the Recorder on December 28, 1999 as Document No. 09200660; x) Fourth Amendment to Assignment dated as of March 20, 2000, recorded with the Recorder on March 27, 2000 as Document No. 00214992; and xi) Security Interest of LaSalle, under a Financing Statement executed by Borrower, and filed July 10, 1998 as Document No. 98U07389. LaSalle further agrees that, at the expense of the Borrower, it will as soon as reasonably possible deliver such documents or take such reasonable actions as may be required in connection with the release of the above liens and security interests concerning the Property securing the Loan Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to release or terminate any lien or security interest held by LaSalle with respect to any property or improvements other than the Property. Near North National Title Corporation August 1, 2000 Page 3 The parties hereto agree that executed facsimile counterparts hereof will be treated as originals. Sincerely, LASALLE BANK NATIONAL ASSOCIATION By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- AGREED AND ACCEPTED: CMC HEARTLAND PARTNERS By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------