EXHIBIT 10(i)
Letter Agreement
Regarding Premiums
December 17, 2002
Xxxxx Ravinia, LLC ("Grantor")
Xxxxx Equity, Inc. ("Guarantor")
Re: Loan (the "Loan") in the amount of $85,000,000.00 as evidenced by that
certain Promissory Note ("Note") in such amount made by Grantor dated
of even date herewith payable to the order of Metropolitan Life
Insurance Company ("Lender") which Note is secured by, among other
things, that certain Deed to Secure Debt, Security Agreement and
Fixture Filing (the "Deed to Secure Debt") given by Grantor for the
benefit of Lender; which Deed to Secure Debt conveys the property
("Property") more particularly described in Exhibit "A" attached
thereto. All capitalized terms appearing herein and not otherwise
defined herein shall have the meanings ascribed to them in the Deed to
Secure Debt
Gentlemen:
This will confirm our agreement that notwithstanding Section 2.05 of the Deed to
Secure Debt, Lender agrees that no escrow for "Premiums," as that term is
defined in the Deed to Secure Debt shall be required of Grantor unless and until
(i) there is a default under the Loan Documents or the Unsecured Indemnity
Agreement or the Guaranty; (ii) the original Grantor no longer owns the
Property; or (iii) there has been a change in the Grantor or in the general
partners, stockholders or members of Grantor or in the constituent general
partners or controlling shareholders or controlling members of any of the
entities comprising Grantor in violation of the Deed to Secure Debt; or (iv)
insurance Premiums deposits are required in connection with a securitization or
participation of the Loan; or (v) at any time Grantor fails to furnish to
Lender, not later than five (5) days before the dates on which any insurance
Premiums would become delinquent, receipts for the payment of such insurance
Premiums or appropriate proof of issuance of a new policy which continues in
force the insurance coverage of the expiring policy. In the event any of these
events occur, Lender reserves the right to require insurance Premiums deposits
at any time in its absolute discretion notwithstanding the fact that the default
may be cured, or that the transfer or change be approved by Lender.
Grantor, Guarantor and Lender agree that notwithstanding the terms and
provisions of Section 11 of the Note, Section 9.01 of the Deed to Secure Debt
and any other similar provisions of the Loan Documents, to the extent that
Lender does not require insurance Premiums deposits pursuant to this waiver, the
Loan shall be recourse (and the Grantor and Guarantor shall be personally liable
to Lender) to the extent that any obligations for which a Premium deposit was
not required was not paid by Grantor.
Sincerely,
Metropolitan Life Insurance Company
By: /S/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Assistant Vice President
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[CORPORATE SEAL]
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Acknowledged and agreed:
GRANTOR:
XXXXX RAVINIA, LLC,
a Delaware limited liability company
By: /S/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
[Seal]
GUARANTOR:
XXXXX EQUITY, INC.,
a Florida corporation
By: /S/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Vice President
[Corporate Seal]
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