1 Exhibit 4(f) AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • June 14th, 2000 • Sea Pines Associates Inc • Hotels & motels • Delaware
BY AND BETWEENGuarantee Agreement • June 14th, 2000 • Sea Pines Associates Inc • Hotels & motels • South Carolina
THOMAS M. DIVENERE, IRWIN ) (PETE) POMRANZ, and GREY ) ASSOCIATES, INC., a South ) Carolina Corporation, ) ) SETTLEMENT AGREEMENT Plaintiffs, ) AND RELEASE ) v. ) ) SEA PINES COMPANY, INC., ) ) Defendant. ) ------------------------------------Settlement Agreement • December 11th, 2003 • Sea Pines Associates Inc • Hotels & motels
TRUST AGREEMENTTrust Agreement • June 14th, 2000 • Sea Pines Associates Inc • Hotels & motels • Delaware
RECITALS:Partnership Agreement • February 13th, 1998 • Sea Pines Associates Inc • Hotels & motels
SEA PINES ASSOCIATES, INC. and WACHOVIA BANK, N.A. SECOND AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of August 23, 1993, amended and restated as of July 20, 1999, amended as of December 13, 1999 and amended and restated as of August 5, 2003Rights Agreement • August 5th, 2003 • Sea Pines Associates Inc • Hotels & motels • South Carolina
Second Amended and Restated Rights Agreement, dated as of August 23, 1993, amended and restated as of July 20, 1999, amended as of December 13, 1999 and amended and restated as of August 5, 2003 by and between Sea Pines Associates, Inc., a South Carolina corporation (the “Company”), and Wachovia Bank, N.A., a national banking association, as Rights Agent (the “Rights Agent”).
Exhibit 10(d) SECOND AMENDED AND RESTATED TERM NOTE $15,939,758.00 Hilton Head Island, S. C.Term Note • January 17th, 2003 • Sea Pines Associates Inc • Hotels & motels
This Note shall bear interest from the date hereof at a rate per annum equal to the Adjusted LIBOR Index for the applicable one month Interest Period plus the Applicable Margin, all as defined in that certain Amended and Restated Master Credit Agreement dated the same date hereof by and between Maker and the initial Holder (the "Amended and Restated Master Credit Agreement").
SEA PINES ASSOCIATES, INC. as Issuer to FIRST UNION NATIONAL BANK as TrusteeJunior Subordinated Indenture • June 14th, 2000 • Sea Pines Associates Inc • Hotels & motels • South Carolina
ANDRights Agreement • August 9th, 1999 • Sea Pines Associates Inc • Hotels & motels • South Carolina
Exhibit 10(l) SWAP TRANSACTION CONFIRMATION TO: Sea Pines Company, Inc. ATTN: Steve Birdwell FAX: (843) 842-1464 FROM: Rafeek Ghafur Wachovia Bank, N.A. Derivative Products Services DATE: May 4, 2000 The purpose of this letter agreement is to confirm...Swap Transaction Confirmation • January 17th, 2003 • Sea Pines Associates Inc • Hotels & motels
Exhibit 4(b) FIRST AMENDMENT TO FIRST AMENDED AND RESTATED RIGHTS AGREEMENT THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED RIGHTS AGREEMENT dated as of December 13, 1999 (the "First Amendment"), is by and between SEA PINES ASSOCIATES, INC., a...Rights Agreement • January 29th, 2001 • Sea Pines Associates Inc • Hotels & motels
SEA PINES ASSOCIATES, INC. AND SEA PINES COMPANY, INC.Master Credit Agreement • January 17th, 2003 • Sea Pines Associates Inc • Hotels & motels
Exhibit 10(e) SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE $18,300,000.00 Hilton Head Island, S. C.Revolving Line of Credit Note • January 17th, 2003 • Sea Pines Associates Inc • Hotels & motels
This Note shall bear interest from the date hereof at a rate per annum equal to the Adjusted LIBOR Index for the applicable Interest Period plus the Applicable Margin, all as defined in that certain Amended and Restated Master Credit Agreement dated the date hereof by and between Maker and the initial Holder (the "Amended and Restated Master Credit Agreement").
SECOND MASTER AMENDMENT TO COLLATERAL ASSIGNMENTS ("Agreement")Collateral Assignment • January 17th, 2003 • Sea Pines Associates Inc • Hotels & motels • South Carolina
1 EXHIBIT 10(t) LICENSE AND USE AGREEMENT THIS LICENSE AND USE AGREEMENT (this "License Agreement") is made and entered into as of the 30th day of June, 1998, by and between SEA PINES COMPANY, INC., a South Carolina corporation ("Licensor"), and...License Agreement • January 29th, 1999 • Sea Pines Associates Inc • Hotels & motels • South Carolina
STATE OF SOUTH CAROLINA ) EIGHTH AMENDMENT ) TO COUNTY OF BEAUFORT ) CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT is made and entered into as of this 24th day of October, 1997, by and between WACHOVIA BANK, N.A. as Successor to The South...Credit Agreement • February 13th, 1998 • Sea Pines Associates Inc • Hotels & motels
MORTGAGE MODIFICATION AND RE-STATEMENT AGREEMENT ("AGREEMENT")Mortgage Modification and Re-Statement Agreement • January 29th, 1999 • Sea Pines Associates Inc • Hotels & motels • South Carolina
SECOND MORTGAGE MODIFICATION AND RE-STATEMENT AGREEMENT ("AGREEMENT")Second Mortgage Modification and Re-Statement Agreement • January 17th, 2003 • Sea Pines Associates Inc • Hotels & motels • South Carolina
ContractSecond Mortgage Modification and Re-Statement Agreement • September 12th, 2003 • Sea Pines Associates Inc • Hotels & motels • South Carolina
This instrument was prepared by and is to be returned to Benton D. Williamson, whose address is Haynsworth Sinkler Boyd, P.A., P.O. Box 11889, Columbia, South Carolina 29211-1889.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 8th, 2004 • Sea Pines Associates Inc • Hotels & motels • South Carolina
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
WITNESSETH:Seasonal Line of Credit Note Modification Agreement • January 29th, 2001 • Sea Pines Associates Inc • Hotels & motels • South Carolina
EXHIBIT 10(u) STATE OF SOUTH CAROLINA ) ) MORTGAGE, ASSIGNMENT AND SECURITY AGREEMENT COUNTY OF BEAUFORT ) THIS MORTGAGE, ASSIGNMENT, AND SECURITY AGREEMENT made and delivered this 31st day of October, 1996, by Carolina Center Building Corp....Mortgage, Assignment and Security Agreement • January 29th, 1997 • Sea Pines Associates Inc • Hotels & motels • South Carolina
Exhibit 10(f) SECOND AMENDED AND RESTATED SEASONAL LINE OF CREDIT NOTE $4,500,000.00 Hilton Head Island, S. C.Seasonal Line of Credit Note • January 17th, 2003 • Sea Pines Associates Inc • Hotels & motels
This Note shall bear interest from the date hereof at a rate per annum equal to the Adjusted LIBOR Index for the applicable one month Interest Period plus the Applicable Margin, all as defined in that certain Amended and Restated Master Credit Agreement dated the same date hereof by and between Maker and the initial Holder (the "Amended and Restated Master Credit Agreement").
1 EXHIBIT 10(V) SEA PINES COUNTRY CLUB AGREEMENT TO TURNOVER MANAGEMENT AND CONTROL This AGREEMENT TO TURNOVER MANAGEMENT AND CONTROL is made as of this 30th day of April, 1996 by and between SEA PINES COMPANY, INC. (formerly known as Sea Pines...Agreement to Turnover Management and Control • January 29th, 1997 • Sea Pines Associates Inc • Hotels & motels • South Carolina
SECOND MODIFICATION TO THE AMENDED AND RESTATED MASTER CREDIT AGREEMENTMaster Credit Agreement • September 13th, 2004 • Sea Pines Associates Inc • Hotels & motels • South Carolina
THIS SECOND MODIFICATION (this “Agreement”) is made as of the 22nd day of July, 2004, by and among WACHOVIA BANK, NATIONAL ASSOCIATION (the “Bank”), SEA PINES ASSOCIATES, INC. and SEA PINES COMPANY, INC. (if more than one, collectively, the “Borrower”).
STATE OF SOUTH CAROLINA ) FIFTH AMENDMENT ) TO COUNTY OF BEAUFORT ) 2.5 MM PROMISSORY NOTE THIS FIFTH AMENDMENT TO 2.5 MM PROMISSORY NOTE is made and entered into this 24th day of October, 1997, by and among SEA PINES ASSOCIATES, INC. ("SPA"), SEA...2.5 Mm Promissory Note • February 13th, 1998 • Sea Pines Associates Inc • Hotels & motels
FIRST MODIFICATION AND WAIVER AGREEMENT TO THE AMENDED AND RESTATED MASTER CREDIT AGREEMENTModification and Waiver Agreement • September 12th, 2003 • Sea Pines Associates Inc • Hotels & motels • South Carolina
THIS FIRST MODIFICATION AND WAIVER AGREEMENT (this “Agreement”) is made as of the 31st day of July, 2003, by and among WACHOVIA BANK, NATIONAL ASSOCIATION (the “Bank”), SEA PINES ASSOCIATES, INC. and SEA PINES COMPANY, INC. (if more than one, collectively, the “Borrower”).
AGREEMENT AND PLAN OF MERGER by and among THE RIVERSTONE GROUP, LLC, RG SUBSIDIARY CORPORATION, and SEA PINES ASSOCIATES, INC. Dated as of July 27, 2004Merger Agreement • July 30th, 2004 • Sea Pines Associates Inc • Hotels & motels • South Carolina
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 27, 2004, by and among The Riverstone Group, LLC, a Virginia limited liability company (the “Parent”), RG Subsidiary Corporation, a South Carolina corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and Sea Pines Associates, Inc., a South Carolina corporation (the “Company”).
W I T N E S S E T H:2.5 Mm Mortgage and Security Agreement • February 13th, 1998 • Sea Pines Associates Inc • Hotels & motels
W I T N E S S E T H:17 Mm Mortgage and Security Agreement • February 13th, 1998 • Sea Pines Associates Inc • Hotels & motels
STATE OF SOUTH CAROLINA ) AGREEMENT FOR SALE OF ) IMPROVED LAND ON COUNTY OF BEAUFORT ) HILTON HEAD ISLANDAgreement for Sale of Improved Land • January 29th, 1997 • Sea Pines Associates Inc • Hotels & motels • South Carolina
WAIVERWaiver • June 16th, 2003 • Sea Pines Associates Inc • Hotels & motels
WHEREAS, Sea Pines Company, Inc. (“Sea Pines”) and Sea Pines Associates, Inc., both corporations organized and existing under the laws of the State of South Carolina (collectively, the “Borrower”), and Wachovia Bank, N.A., a national banking association (the “Bank”), are parties to the Amended and Restated Master Credit Agreement dated as of October 31, 2002 (the “Agreement”); and
W I T N E S S E T H:12 Mm Mortgage, Security Agreement and Financing Statement • February 13th, 1998 • Sea Pines Associates Inc • Hotels & motels
WITNESSETH:Term Note Modification Agreement • January 27th, 2000 • Sea Pines Associates Inc • Hotels & motels • South Carolina
WITNESSETH:Master Credit Agreement Modification • January 27th, 2000 • Sea Pines Associates Inc • Hotels & motels • South Carolina
