SECOND AMENDMENT TO FORBEARANCE AGREEMENT
Exhibit 10.107
SECOND
AMENDMENT TO FORBEARANCE AGREEMENT
This
Second Amendment to Forbearance Agreement (this “Amendment”) is
made as of this ____ day of September, 2007, by and among LASALLE BANK NATIONAL
ASSOCIATION, AS TRUSTEE OF MARATHON REAL ESTATE CDO 2006-1 GRANTOR TRUST,
successor-in-interest to Marathon Structured Finance Fund, L.P., a Delaware
limited partnership (the “Lender”). SOUTH BEACH RESORTS, LLC, a
Florida limited liability company (the “Borrower”), XXXX
XXXXXX, an individual resident of the State of Florida
(“Pauzar”), and XXXXXXX XXXXXX, an individual resident of the
State of Florida (“Wright”, and together with Pauzar, the
“Principals”, and the Principals, together with Borrower,
the
“Borrowing Parties”).
RECITALS
A. Lender
and Borrower are parties to that certain Loan Agreement dated as of June 30,
2005 (the “Loan Agreement”), pursuant to which Lender agreed to
make a loan to Borrower (the “Loan”) in the amount of up to
Nine Million and NO/100 Dollars ($9,000,000.00).
B. The
Loan is evidenced by that certain Promissory Note dated June 30, 2005 (the
“Note”), and is secured by the lien of that certain Mortgage,
Assignment of Rents and Security Agreement dated June 30, 2005 and recorded
among the land records of Dade County, Florida on July 11, 2005 in Official
Records Book 23557, Page 3073 (the “Mortgage”).
C. Payment
of certain obligations of Borrower pursuant to the Loan Documents is guaranteed
by the Principals pursuant to the terms of, inter alia, that certain Guaranty
(Exceptions to Nonrecourse Liability) dated as of June 30, 2005 (the
“Guaranty”). As used herein, the term “Loan
Documents”) shall mean the Loan Agreement, the Note, the Mortgage, the
Guaranty and any and all other documents evidencing, securing and/or governing
the Loan whether now existing or hereafter executed and delivered.
D. The
Loan matured by its terms on January 11, 2007 and Borrower failed to repay
the
Loan in accordance with the terms of and as required by the Loan Documents
(the
“Existing Default”).
E. Pursuant
to the terms of that certain Forbearance Agreement among Lender and the
Borrowing Parties dated as of February 2, 2007 (as amended and modified by
that
certain First Amendment dated as of July 11, 2007 and hereby, the
“Forbearance Agreement”), Lender agreed, among other things, to
forbear from exercising any right or remedy against the Borrowing Parties with
respect to the Existing Default during the Initial Forbearance Period and the
Extended Forbearance Period.
F. Borrower
has requested that Lender continue to waive the Existing Default, and Lender
has
conditionally agreed to continue to waive such Existing Default, on the terms
set forth below provided, however, that in the event that any Event of Default
or Additional Default occurs during the Forbearance Period or prior to the
payment in full of the Obligations of the Borrower to Lender, such waiver shall
be null and void.
NOW,
THEREFORE, in consideration of the mutual undertakings set forth below and
other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
AGREEMENT
1. Incorporation
of Recitals; Defined Terms. Borrower
and Lender agree that the Recitals above are a part of this
Amendment. Unless otherwise expressly defined in this Amendment,
terms defined in the Forbearance Agreement or in the Loan Agreement shall have
the same meaning under this Amendment.
(a) As
used herein, the term “Budget” shall mean a detailed budget for
the Work, broken down by line item, and all amendments, modifications and/or
updates thereto.
(b) As
used herein, the term "CDO" shall mean the Marathon Real Estate
CDO 2006-1 Grantor Trust.
(c) As
used herein, the term “Forbearance Period” shall mean the
Initial Forbearance Period, the Extended Forbearance Period, the Second Extended
Forbearance Period and the Third Extended Forbearance Period, as the case may
be.
(d) As
used herein, the term "Interest Payment" shall have the meaning
set forth in Section 8 of this Amendment.
(e) As
used herein, the term “Work” shall mean renovation of the
Property for use a time-share use.
2. Acknowledgements. Borrowing
Parties hereby acknowledge, ratify, admit, stipulate and agree, without
precondition or qualification, as follows:
(a) Each
of the Recitals contained above in this Amendment is true, correct and complete
in all material respects.
(b) Borrower
and Principals (i) entered into the Loan Documents to which they are parties,
and (ii) are entering into this Amendment of their own free will, without
coercion or threat of any kind from Lender or from any other Person, fully
understanding the terms hereof (including the waiver of certain material rights
afforded by law), and are fully aware that they may have potentially
advantageous alternatives to entering into this Amendment. Borrower
and Principals acknowledge, stipulate and agree that any other alternative
would
present a material risk to their detriment.
(c) The
Loan Documents constitute valid and binding obligations of Borrower and
Principals, enforceable against each of them in accordance with their respective
terms.
(d) As
of September ___, 2007, the Obligations shall consist of the
following:
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Principal
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$_________
.00
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Interest
Due
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$_________
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Tax
Escrow
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$_________
|
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Insurance
Escrow
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$_________ |
In
addition, Borrower is obligated to pay to and reimburse Lender for all amounts
incurred in connection with the Obligations and/or the Existing Default,
including, without limitation, costs and expenses of Lender’s legal counsel,
which amounts constitute part of the aggregate Obligations.
(e) Except
as specifically provided in Section 6(b) and (c) below, Borrower’s obligation to
repay the Obligations is unconditional and without defense, counterclaim,
recoupment or offset. The Obligations are immediately due and payable
in full.
(f) (i) There
continue to exist one or more defaults under the terms of the Loan Documents,
(ii) any and all notices required to be given by Lender have in fact been given
and received, (iii) all applicable grace periods have expired without cure
having been effected, and (iv) Borrowing Parties hereby waive all such notice
provisions and grace periods in connection with the Existing
Default.
(g) Borrower
has no defenses, rights of set-off or recoupment, causes of action or claims
or
counterclaims with respect to the Obligations and/or the liens and security
interests granted to Lender pursuant to the terms of the Loan Documents, and
all
of such liens and security interests are enforceable by Lender.
(h) Borrowing
Parties have derived and shall continue to derive material benefit by virtue
of
the execution and delivery of the Forbearance Agreement (including, without
limitation, this Amendment) and the performance of their respective obligations
thereunder and hereunder.
3. Reaffirmation
of Obligations. Borrowing Parties
reaffirm and ratify that Borrower is indebted and obligated, directly or
indirectly, to Lender in an amount equal to the Obligations set forth in Section
2(d) above. Interest shall continue to accrue on and forms a part of
the Obligations pursuant to the terms of the Loan Documents as set forth
herein. Borrower reaffirms and ratifies that, pursuant to the terms
of the Loan Documents, it is liable to pay or reimburse applicable costs, fees
and reasonable attorneys’ fees and expenses related to the Obligations incurred
by Lender, all of which form a part of the Obligations. Borrower
hereby promises to pay to the order of Lender the Obligations, plus any and
all
accrued interest thereon and accrued costs, fees and reasonable attorneys’ fees
and expenses in accordance with the Loan Documents as modified by the terms
hereof.
4. Bankruptcy
Proceedings. All representations and
warranties set forth in Section 4 of the Forbearance Agreement are true and
correct on and as of the date hereof and all acknowledgements, covenants and
agreements set forth in Section 4 of the Forbearance Agreement are each hereby
ratified, remain in full force and effect and constitutes the valid and legally
binding obligations of Borrower and/or Principals, as the case may be,
enforceable in accordance therewith.
5. Release;
Lender’s
Liability. (a) Borrower,
Principals, their successors and assigns (including, without limitation, any
estate, debtor, trustee, receiver or assignee for the benefit of creditors)
to
the fullest extent permitted by law (collectively, the “Releasing
Parties”), hereby release, remise, forever discharge and forgive
Lender, its shareholders, directors, affiliates, officers, employees, servicers,
agents, attorneys, representatives, predecessors, successors and assigns
(collectively, the “Released Parties”), of and from any and all
claims, causes, causes of action, demands, counterclaims, cross claims, damages,
complaints, suits, bonds, losses, liabilities, obligations, commitments,
contribution, indemnity or otherwise, at law or equity or mixed, known, unknown,
suspected, unsuspected, asserted, unasserted, which the Releasing Parties or
any
of them, now have, had or may in the future have against the Released Parties
or any of them which arose prior to the execution and delivery of this Agreement
and relate to the Loan Documents and/or the Obligations.
(b) Lender
shall not be liable for any claims, suits, actions, costs, damages, liabilities
or expenses, or incidental, consequential, special or punitive damages
(“Liabilities”) in connection with the subject matter of this
Amendment other than Liabilities caused by the gross negligence or willful
misconduct of Lender, and Borrower hereby agrees to indemnify and hold harmless
Lender and its affiliates and the directors, officers, employees and agents
of
any of them, and the successors and assigns of Lender from and against any
and
all Liabilities arising from or in connection with any acts or omissions taken
by Borrower in connection with this Amendment or the performance of Borrower’s
duties under this Amendment, other than those Liabilities caused by the gross
negligence or willful misconduct of Lender.
6. Forbearance
Period. (a) During the Third
Extended Forbearance Period (as defined below), Lender agrees to forbear from
exercising any right or remedy against Borrowing Parties with respect to the
Existing Default, provided (i) there shall occur no Event of Default other
than
the Existing Default, and (ii) Borrower shall continue to make monthly Payments
of accrued interest on the Payment Date as contemplated by Section 2.2.1 of
the
Loan Agreement. Nothing herein shall be construed as an agreement by
Lender from asserting any affirmative defense, cross-claim, counterclaim or
third-party claim in any action or proceeding that is now pending or may
hereafter be commenced. Lender’s agreement to forbear from exercising
any rights or remedies in accordance with this paragraph shall and continue
until 5:00 PM Eastern time, May 11, 2008, unless earlier terminated as a result
of the occurrence of an Additional Default (as defined in the Forbearance
Agreement) (the “Third Extended Forbearance
Period”). Subject to paragraph (b) below, upon and after the
expiration of the Third Extended Forbearance Period, Lender shall be free to
exercise any right or remedy to which Lender heretofore or hereafter shall
be
entitled without regard to this paragraph. Nothing contained herein
shall be deemed to limit Borrower’s obligations to make all payments due under
the Loan Documents other than the repayment of the principal balance, all of
which obligations shall remain in full force and effect.
(b) Notwithstanding
the forgoing, Borrower shall be entitled to further extend the Third Extended
Forbearance Period until July 11, 2008, subject to satisfaction of the following
conditions:
(i) Borrower
shall have provided written notice of its election to extend the Third Extended
Forbearance Period no later than April 11, 2008;
(ii) No
Additional Default has occurred;
(iii) Borrower
shall make a payment of $1,000,000.00 to be applied to the outstanding principal
balance of the Loan no later than May 11, 2008;
(iv) Together
with its written notice to so extend the Third Extended Forbearance Period,
Borrower shall deliver to Lender an additional Interest Payment in the amount
necessary (as determined by Lender) to cover the interest estimated to accrue
during the remainder of the Third Extended Forbearance Period; and
(v) Subject
to the terms of subparagraph (c) below, Borrower shall demonstrate to Lender's
satisfaction that it has completed the Work at its own expense in accordance
with the Budget.
(c) If
the Work has not been completed by May 11, 2008 despite Borrower's good faith
efforts to complete same, Borrower may elect to extend the Third Extended
Forbearance Period by depositing with Lender the amount necessary to complete
the Work (the "Work Escrow"), in which event (i) Lender shall
hold the Work Escrow in a non-interest bearing account (which need not be a
segregated account), (ii) so long as no Additional Default shall occur, Lender
shall disburse portions of the Work Escrow to the parties entitled thereto
upon
delivery of Borrower's request therefor (to be delivered to Lender at least
five
(5) Business Days prior to the date on which Borrower requests each such
disbursement to be made), which request shall specify the costs of the Work
to
be paid and shall be accompanied by a certificate from Borrower (1) stating
that
the Work for which such disbursement is sought has been completed in a good
and
workmanlike manner in accordance with all applicable legal requirements and
(2)
identifying each party that supplied materials, labor, work, services, or
equipment in connection with the Work for which such disbursement is
sought. Borrower shall continue to use good faith efforts to complete
the Work in a timely fashion. In the event that Lender determines in
its reasonable discretion that the Work Escrow is not sufficient to complete
the
Work in accordance with the Budget, Borrower shall have deposit with Lender
the
additional funds necessary to complete the Work within five (5) Business Days
after Lender notifies Borrower.
(d) During
the Third Extended Forbearance Period, so long as no Additional Default shall
occur, Borrower shall not be obligated to pay the Late Charges accruing as
contemplated by Section 8 of the Note. Provided that Borrower pays
the Obligations in full prior to the expiration of the Third Extended
Forbearance Period, Lender shall waive such Late Charges in their
entirety
(e) During
the Third Extended Forbearance Period, so long as no Additional Default shall
occur, although interest shall accrue at the Default Rate as contemplated by
Section 7.2 of the Note, Borrower shall continue to pay interest at the Interest
Rate, and the difference between interest accruing at the Interest Rate and
the
Default Rate (the “ContinuedInterest
Differential”) shall be deferred. Provided that Borrower
pays the Obligations in full prior to the expiration of the Third Extended
Forbearance Period, Lender shall waive the Continued Interest Differential
in
its entirety.
7. Work. As
part of the consideration for Lender’s agreement to continue to forbear from
exercising its rights and remedies with respect to the Existing Default, during
the Third Extended Forbearance Period Borrower shall perform (or cause to be
performed) the Work at its own expense (the cost of which is estimated at
approximately $1,600,00.00). Borrower shall cause the Work to be completed
on or
before the expiration of the Third Extended Forbearance Period pursuant to
the
Budget. Borrower shall deliver the Budget to Lender no later than
___________, 2007 and deliver copies of all modifications or updates
thereto.
8. Interest
Payment. As part of the consideration
for Lender’s agreement to continue to forbear from exercising its rights and
remedies with respect to the Existing Default, contemporaneously with the
execution and delivery of this Amendment Borrower shall deliver to Lender the
sum of $____________ (the "Interest Payment"), to cover
interest estimated to accrue during the Third Extended Forbearance Period,
such
amount to be held by Lender in a non-interest bearing account and applied to
monthly installments of interest as the same become due and payable. Borrower
hereby acknowledges and agrees that it shall remain liable for any accrued
interest due and payable to the extent that the Interest Payment is not
sufficient to cover any installments of interest due and payable during the
Third Extended Forbearance Period. If an Additional Default shall
occur, and/or if any amount so paid to Lender remains unapplied at the
expiration of the Second Extended Forbearance Period (or the Third Extended
Forbearance Period, as the case may be), the amount remaining unapplied may
be
applied by Lender,
at its election, to principal, interest, late charges or other sums due and
payable pursuant to the terms of the Loan Documents
9. Rating. In
order to maintain the Loan as part of the CDO, Marathon Structured Finance
Fund,
L.P. ("Marathon") must re-acquire the Loan from the CDO for
re-rating by a rating agency and then transfer the same back to the
CDO. As part of the consideration for Lender’s agreement to continue
to enter into this Amendment, Borrower shall pay the costs incurred in
connection with (i) the transfers between Marathon and the CDO and (ii) the
re-rating of the Loan promptly after delivery of an invoice
therefor. Lender estimates that the costs therefor will be
approximately $20,000.00 (Borrower hereby agreeing that it shall be responsible
for the actual cost, whether higher or lower); provided, however, in the event
that the Loan is repaid in full prior to the time such re-rating is complete,
Borrower shall not be obligated to pay such costs.
10. Deposit
Account. Pursuant to the terms of
Section 10(h) of the original Forbearance Agreement, Borrower acknowledged
that
it had no further right title or interest in or to the Deposit Account or the
proceeds thereof by virtue of Lender's notice to SunTrust Bank dated January
18,
2007 (the "Account Notice"). Promptly after
execution and delivery of this Amendment and satisfaction of any conditions
to
the effectiveness hereof, Lender agrees to rescind the Account Notice, whereupon
Borrower shall have access to the Deposit Account as contemplated by the Loan
Agreement, subject to Lender's right to deliver a new Account Notice to SunTrust
Bank if an Additional Default should occur (Lender hereby expressly reserving
all rights with respect thereto).
11. Costs
and Expenses. Borrower shall be liable
to and shall pay to Lender all of the following:
(a) Interest. Upon
execution and delivery hereof, Borrower shall pay all accrued interest due
under
the Loan Documents to Lender including the installment due September 11,
2007.
(b) Legal
Fees. Borrower shall pay all of Lender’s reasonable attorneys’ fees
and expenses incurred in connection with the preparation and negotiation of
this
Amendment and the enforcement of Lender’s rights and remedies hereunder or under
the Loan Documents, as the case may be.
(c) Lender’s
Costs and Expenses. Borrower shall pay all costs and expenses
incurred by or on behalf of Lender relating the Loan, Borrower’s default, and
the execution and delivery of this Amendment.
(d) In
addition to the foregoing, upon execution and delivery hereof, Borrower shall
make a payment of Five Hundred Thousand and NO/100 Dollars ($500,000.00) to
be
applied to the outstanding principal balance of the Loan as part of the
consideration for Lender’s agreement to continue to forbear from exercising its
rights and remedies with respect to the Existing Default as provided
hereunder.
(e) In
addition to the foregoing, upon execution and delivery hereof, Borrower shall
pay to Lender a fee in the amount of _____________ and No/100 Dollars
($______.00) {1%
Extension Fee calculated after curtailment} as part of the
consideration for Lender’s agreement to continue to forbear from exercising its
rights and remedies with respect to the Existing Default as provided
hereunder.
12. Good
Faith. Borrowing Parties acknowledge
and warrant that Lender has acted in good faith and has conducted itself in
a
commercially reasonable manner in its relationships with Borrowing Parties
in
connection with this Amendment and generally in connection with the Loan
Agreement and the Obligations, Borrowing Parties hereby waiving and releasing
any claims to the contrary.
13. Value. As
a consequence of Lender’s covenants, releases, waivers, settlement, and
forbearance hereunder, Borrowing Parties have received reasonably equivalent
value, as construed under Section 548 of the Bankruptcy Code, and fair
consideration, as construed under applicable local and state laws, for their
obligations as set forth in this Amendment.
14. Representations
and Warranties. Borrower and each
Principal represents and warrants to Lender for itself as follows:
(a) Borrower
is a limited liability company duly formed, validly existing and in good
standing under the laws of the state in which it was formed.
(b) Borrower
has the power and authority to execute and deliver this Amendment and to perform
its obligations hereunder, and has taken all necessary and appropriate limited
liability action to authorize the execution, delivery and performance of this
Amendment.
(c) The
Forbearance Agreement, as amended by this Amendment, and each of the other
Loan
Documents are each hereby ratified, each remain in full force and effect, and
each constitutes the valid and legally binding obligation of Borrower and/or
Principals, as the case may be, enforceable in accordance with its
terms.
(d) All
of Borrower’s and Principals’ representations and warranties contained in the
Forbearance Agreement, Loan Agreement and the other Loan Documents are true
and
correct on and as of the date of Borrower’s and Principals’ execution of this
Amendment.
(e) After
giving effect to this Amendment, no Event of Default and no event which, with
notice, lapse of time or both would constitute an Event of Default, has occurred
and is continuing under the Forbearance Agreement, the Loan Agreement or the
other Loan Documents.
15. Remedies. Upon
the occurrence of an Additional Default, Lender shall be entitled immediately
to
terminate this Amendment and the Forbearance Agreement without notice to the
Borrowing Parties, whereupon Lender shall be entitled to pursue all of its
rights and remedies under the Loan Documents, at law or in equity.
16. Notices. Any
notice or other communication required or permitted to be given shall be given
in accordance with Section 14 of the Forbearance Agreement.
17. CONSENT
TO JURISDICTION. BORROWER PARTIES
HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT
TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AMENDMENT OR THE FORBEARANCE AGREEMENT OR THE LOAN DOCUMENTS SHALL BE
LITIGATED IN SUCH COURTS. BORROWER PARTIES EXPRESSLY SUBMIT AND CONSENT
TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM
NON
CONVENIENS. BORROWER PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND
ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER
PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO
BORROWER PARTIES, AT THE ADDRESS SET FORTH IN THE FORBEARANCE AGREEMENT AND
SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED.
18. WAIVER
OF JURY TRIAL. BORROWING PARTIES WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL
BY
JURY OF ANY CLAIM, COUNTERCLAIM, ACTION OR OTHER PROCEEDING ARISING UNDER OR
RELATING TO THIS AMENDMENT, THE FORBEARANCE AGREEMENT, THE LOAN DOCUMENTS,
OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
19. Applicable
Law. This Amendment shall be governed
by and interpreted in accordance with the laws of the State of New York
applicable to contracts made and performed in New York (without regard to
principles of conflict of laws that would defer to the substantive laws of
another jurisdiction).
20. Severability. The
invalidity, illegality or unenforceability or any provision of this Amendment
shall not affect or impair the validity, legality or enforceability of the
remainder of this Amendment, and to this end, the provisions of this Amendment
are declared to be severable.
21. Amendment
is a Loan Document; Entire
Agreement. This Amendment shall
constitute a Loan Document. This Amendment and the Loan Documents are
complete, integrated documents, set forth all of the terms, conditions and
agreements between the parties hereto and supersede any and all prior and
contemporaneous terms, conditions, and agreements between the parties
hereto. There are no other agreements, promises, representations or
warranties made or given in connection with any of the foregoing or concerning
the subject matter hereof that are not contained herein or in the Loan
Documents.
22. Counterparts. This
Amendment may be executed in any number of duplicate originals or counterparts,
each of such duplicate originals or counterparts shall be deemed to be an
original and taken together shall constitute but one and the same
instrument. The parties agree that their respective signatures may be
delivered by fax. Any party who chooses to deliver its signature by
fax agrees to provide a counterpart of this Amendment with its inked signature
promptly to each other party.
23. Survival. Any
and all representations, warranties, covenants, promises and understandings
of
any kind or nature whatsoever contained herein or in the Loan Documents shall
survive the execution and delivery hereof until the Obligations are indefeasibly
repaid in full to Lender.
24. Binding
Effect. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
representatives, successors and assigns.
IN
WITNESS WHEREOF, the parties hereto
have executed this Amendment under seal as of the date and year first written
above.
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WITNESS:
/s/
Xxxxx Xxxxxxxx
Name:
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BORROWER:
SOUTH
BEACH RESORTS, LLC,
a
Florida limited liability company
By: SBR
Holding Company, LLC,
a
Florida limited liability
company
a
Nevada
corporation
By:
/s/
Xxxxxxx X.
Xxxxxx
Xxxxxxx
X. Xxxxxx
Chief
Executive
Officer
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/s/
Xxxxx Xxxxxxxx
Name:
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PRINCIPALS:
/s/
Xxxx Xxxxxx
Xxxx
Xxxxxx, individually
|
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/s/
Xxxxx Xxxxxxxx
Name:
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/s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
Xxxxxx, individually
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/s/
Xxxxx Xxxxxx
Name:
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LENDER:
LASALLE
BANK, NATIONAL ASSOCIATION, as Trustee of Marathon Real Estate CDO
2006-1
Grantor Trust
By:
/s/ Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
President and Chief
Executive Officer
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