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EXHIBIT 10(o)
[WACHOVIA Logo]
FIRST SEASONAL LINE OF CREDIT NOTE
MODIFICATION AGREEMENT
THIS AGREEMENT, made as of the 20th day of December, 1999, by
and among WACHOVIA BANK, N.A. (the "Lender"), SEA PINES ASSOCIATES, INC. and SEA
PINES COMPANY, INC. (if more than one, collectively, the "Borrower").
WITNESSETH:
WHEREAS, the Borrower has made and issued an Amended and
Restated Seasonal Line of Credit Note, dated the 31st day of October, 1998, made
a part hereof by this reference as fully as if set out herein verbatim (such
document, as same may have been heretofore amended, being herein referred to as
the "Note"), evidencing an original indebtedness of TWO MILLION, FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($2,500,000.00); and
WHEREAS, the Borrower and the Lender have executed and
delivered a Master Credit Agreement dated October 31, 1998, made a part hereof
by this reference as fully as if set out herein verbatim (such document, as same
may have been heretofore amended, being herein referenced to as the "Master
Credit Agreement"), which establishes uniform agreements, obligations, and
covenants and other matters concerning the Note and other Obligations (as
defined in the Master Credit Agreement) of the Borrower to the Lender; and
WHEREAS, to secure the Note and other Obligations, the
Borrower has executed and delivered certain Mortgages and Assignments (as those
terms are defined in the Master Credit Agreement) made a part hereof by this
reference as fully as if set out herein verbatim (such documents as same may
have been heretofore amended, being herein referred to as the "Security
Instruments"); and
WHEREAS, the Borrower has requested the Lender make certain
modifications to the Note; and
WHEREAS, the Lender, as holder and owner of the Note, and the
Borrower mutually desire to modify and amend the provisions of the same in the
manner hereinafter set out, it being specifically understood that except as
herein modified and amended, the terms and provisions of the Note shall remain
unchanged and continue in full force and effect as therein written.
NOW, THEREFORE, the Lender and the Borrower in consideration
of One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each, and each does hereby agree
that the Note should be, and the same hereby is, modified and amended as
follows:
1. The principal sum payable under the Note is increased to
FOUR MILLION, FIVE HUNDRED THOUSAND ($4,500,000.00) DOLLARS.
2. The following sentence is added after the first sentence of
the third paragraph of the Note:
Any principal amounts outstanding under this Note in excess of
TWO MILLION, FIVE HUNDRED THOUSAND ($2,500,000.00) shall be
due and payable on October 31, 2001. Any such amounts shall
not be advanced or re-advanced after May 31, 2001.
IT IS MUTUALLY AGREED by and between the parties hereto that
this Agreement shall become a part of the Note by reference and that nothing
herein contained shall impair the security now held for said indebtedness, nor
shall waive, annul, vary or affect any provision, condition, covenant or
agreement contained in the Note or Master Credit Agreement except as herein
amended, nor affect or impair any rights, powers or remedies under the Note, as
hereby amended,
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or Master Credit Agreement. Furthermore, the Lender does hereby reserve all
rights and remedies it may have as against all parties who may be or may
hereafter become primarily or secondarily liable for the repayment of the
indebtedness evidenced by the Note, as hereby amended.
The Borrower promises and agrees to pay the indebtedness
evidenced by the Note, as hereby amended, in accordance with the terms thereof
and agrees to perform all of the requirements, conditions and obligations under
the terms of the Note, as hereby modified and amended, and Master Credit
Agreement, said documents being hereby ratified and affirmed. The execution and
delivery hereof shall not constitute a novation or modification of the lien,
encumbrance or security title of the Security Instruments, which Security
Instruments shall retain their priority as originally filed for record. Borrower
expressly agrees that the Note is in full force and effect and that Borrower has
no right to setoff, counterclaim or defense to the payment thereof.
Any reference contained in the Note, as amended herein,
Security Instruments or Master Credit Agreement, to the Note shall hereinafter
be deemed to be a reference to such document as amended hereby.
Borrower acknowledges that Lender may reproduce (by electronic
means or otherwise) any of the documents evidencing and/or securing the Note and
thereafter may destroy the original documents. Borrower does hereby agree that
any document so reproduced shall be the binding obligation of Borrower,
enforceable and admissible in evidence against it to the same extent as if the
original documents had not been destroyed.
This Agreement shall be closed without cost to the Lender and
all expenses incurred in connection with this closing (including, without
limitation, all attorneys' fees) are to be paid by the Borrower. The Lender is
not providing legal advice or services to the Borrower.
This Agreement shall be governed by and construed in
accordance with the laws of the State of South Carolina without regard to
principles of conflict of laws.
This Agreement shall be binding upon and inure to the benefit
of any assignee or the respective heirs, executors, administrators, successors
and assigns of the parties hereto.
This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which taken together shall
constitute one and the same instrument, and any of the parties hereto may
execute any of such counterparts.
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IN WITNESS WHEREOF, this instrument has been executed under
seal by the parties hereto and delivered on the date and year first above
written.
LENDER:
WACHOVIA BANK, N.A.
[CORPORATE SEAL] By: /s/ Xxx X. Xxxxx
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Its: Banking Officer
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SEA PINES ASSOCIATES, INC.
[CORPORATE SEAL] By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: President
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SEA PINES COMPANY, INC.
[CORPORATE SEAL] By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Chief Financial Officer
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