NOTE MODIFICATION AGREEMENT
THIS NOTE MODIFICATION AGREEMENT (this "Agreement") made as of
this 3rd day of September 1998, by and between PELICAN STRAND, LTD., a Florida
limited partnership having an address at c/o Golf Communities of America, 000
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Tower, Suite 1515, Xxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "Borrower") and CREDIT SUISSE FIRST BOSTON MORTGAGE
CAPITAL LLC ("CSFB"), a Delaware limited liability company, its successors and
assigns, at its principal place of business at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (CSFB and each successor or assign being hereinafter referred to as
"Lender").
W I T N E S S E T H:
WHEREAS, Lender is the lawful owner and holder of that certain
note entered into between Borrower, as Maker, and Lender, as Payee, dated July
2, 1998 (the "Note"), which Note evidences Borrower's obligation to pay the
aggregate principal amount of $35,600,000.00 or so much thereof as shall have
been advanced under the Loan Agreement (as defined in the Note) (the "Debt"),
together with interest thereon; and
WHEREAS, Lender and Borrower have agreed to modify the Note as
hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements herein
expressed and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto covenant and agree as
follows:
1. The definition of "Base Rate" appearing on the first page
of the Note is hereby modified to read as follows:
"The rate per annum equal to five and six tenths percentage
points (5.6%) in excess of the Treasury Rate. Any interest
rate based on the Base Rate shall be adjusted as of the date
of any change in the Base Rate. The determination of the Base
Rate shall be made by Lender and shall be conclusive and
binding upon Borrower, absent manifest error."
2. The reference in Paragraph 2 of the note to "four and
one-half percent (4.5%)" is hereby modified to read to "five and six tenths
percent (5.6%)".
After given effect to the modifications described herein, the
aggregate outstanding indebtedness evidenced by the Note is THIRTY FIVE MILLION
SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($35,600,000.00), it being understood
that no interest under the Note is accrued and unpaid for the period prior to
the date hereof, but that interest shall accrue from and after the date hereof
at the rate or rates provided herein.
Borrower hereby renews and extends its covenant and agreement
to pay the indebtedness evidenced by the Note, as modified pursuant to this
Agreement, and Borrower hereby renews and extends its covenant and agreement to
perform, comply with and be bound by each and every term and provision of the
Note as modified by the terms of this Agreement.
Borrower confirms and agrees that the Note is, and shall
continue to be, secured by the Mortgage and Security Agreement and by any other
deeds of trust executed by Borrower to secure the Note. All of the provisions of
the Mortgage and Security Agreement executed by Borrower are hereby ratified and
affirmed in all respects. Without in any way limiting the generality of the
foregoing, Lender has, and shall continue to enjoy, all of the rights and
remedies provided for in the Mortgage and Security Agreement.
The Note is secured by the Mortgage and Security Agreement and
the Loan Documents and in no way acts as a release or relinquishment of the
liens created by the Mortgage and Security Agreement or Loan Documents. The
Mortgage and Security Agreement liens and all liens securing payment of the Note
are hereby confirmed by Borrower in all respects and shall remain in full force
and effect until the amount of the Note, as modified by this Agreement, then
payable in accordance with the terms thereof, all accrued but unpaid interest,
and all extensions, renewals and rearrangements thereof and all sums secured by
the Loan Documents shall be fully and finally paid.
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IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
BORROWER:
PELICAN STRAND, LTD.,
a Florida limited partnership
By: Pelican Strand Development Corporation,
its General Partner
By:
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Name: Xxxxxx Xxxxxxxxx
Title: President
LENDER
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
a Delaware limited liability company
By:
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Name:
Title:
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