NOTE AND MORTGAGE MODIFICATION

Return to:

Prepared by:

Xxxx X. Xxxx, Xx., P.A.

0000 XXX Xxxx., Xxx. 000-X

Xxxx Xxxxx Xxxxxxx, XX 00000

File # S09-909

NOTE AND MORTGAGE MODIFICATION

THIS AGREEMENT is made this 4th day of February, 2010, by and between XXXXX PROPERTIES, LLC, a Delaware corporation, as to an undivided 90% interest and XXXXXXXXX INVESTMENTS, LLC, a Florida limited liability company, as to an undivided 10% interest (“Mortgagee”) FLORIDA GAMING CENTERS, INC., a Florida corporation, d/b/a MIAMI JAI-ALAI, d/b/a, W.J.A. REALTY and FLORIDA GAMING CORPORATION, INC., a Delaware corporation and CITY NATIONAL BANK OF FLORIDA, a Florida corporation; f/k/a CITY NATIONAL BANK OF MIAMI, a Florida banking corporation as Trustee under its Land Trust #5003471, dated January 1, 1979, (“Borrower”) and CITY NATIONAL BANK OF FLORIDA, a Florida banking corporation; f/k/a CITY NATIONAL BANK OF MIAMI, a Florida banking corporation as Trustee under its Land Trust #5003471 dated January 1, 1979 and FLORIDA GAMING CENTERS, INC., a Florida corporation, (“Mortgagor”)

WITNESSETH:

WHEREAS, Mortgagor executed that certain Mortgage dated December 11, 2009, in favor of XXXXX PROPERTIES, LLC and XXXXXXXXX INVESTMENTS, LLC, which mortgage was recorded on December 18, 2009, in Official Records Book 27120, Page 2922, (“Mortgage”), of the Public Records of Miami-Dade County, Florida, encumbering the property legally described as follows:

See the attached Exhibit A

WHEREAS, the Mortgage secured that certain Promissory Note (“Note”) from Borrower to XXXXX PROPERTIES, LLC, a Delaware corporation and XXXXXXXXX INVESTMENTS, LLC, a Florida limited liability company dated December 11, 2009, in the original principal sum of FIVE HUNDRED THOUSAND and NO/100 Dollars ($500,000.00);

WHEREAS, the Promissory Note, Mortgage, Collateral Assignment of Agreements Affecting Real Estate, Security Agreement, Guaranty and all other collateral and loan documents executed in connection with the Loan are collectively referred to in this Agreement as the “Loan Documents”, and

WHEREAS, Borrower has requested a Future Advance in the sum of ONE HUNDRED FIFTY THOUSAND and 00/100 Dollars (U.S. $150,000.00);

**Documentary stamps are being paid on the future advance of $150,000.00.

NOW, THEREFORE, in consideration of TEN and 00/100 DOLLARS ($10.00) and other valuable consideration, the receipt of which is hereby acknowledged, Mortgagor and Mortgagee hereby agree as follows:

1.   Each of the Statements made in the Recitals of this Agreement is true and correct.

2.   That Lender agrees to fund a Future Advance in the amount of ONE HUNDRED FIFTY THOUSAND and 00/100 Dollars (U.S. $150,000.00) to Borrower.

3.   That the terms, provisions, and covenants of the Note and Mortgage, are hereby modified to include and secure this Future Advance so that the total amount due under the Note and Mortgage is SIX HUNDRED FIFTY THOUSAND and 00/100 Dollars (U.S. $650,000.00); and

4.   Mortgagor certifies that the Loan Documents are in full force and effect and are valid and enforceable obligations and agreements of Mortgagor and in accordance with the terms and provisions thereof, and that there are no existing claims, defenses, and rights of set off that Mortgagor may have against Mortgagee or which may affect the enforceability by the Mortgagee of its security and its rights and remedies under the Note and the Loan Documents.

5.   The Borrower and Mortgagor hereby reaffirm the Mortgage and Note as modified herein.

6.   Borrower, Mortgagor and Mortgagee agree that the terms set forth in this Mortgage Modification do not represent a novation, and the terms of this Mortgage Modification do not affect the priority of the Mortgage.  The Note, Mortgage and the Loan Documents remain fully binding upon and valid and enforceable against Borrower and Mortgagor.

7.   All other terms and conditions of the Note and Mortgage shall remain unchanged.

IN WITNESS WHEREOF, Mortgagor has executed this Note and Mortgage Modification.

BORROWER:			MORTGAGOR/BORROWER:
FLORIDA GAMING CORPORATION, a			CITY NATIONAL BANK OF FLORIDA, a
Delaware corporation			Florida banking corporation as Trustee
			under its Land Trust #5003471, dated
By			January 1, 1979
X. XXXXXXX XXXXXXX, CEO
			By:

Print Name:

Title: 

FLORIDA GAMING CENTERS, INC., a

Florida corporation 

By:  

X. XXXXXXX XXXXXXX, CEO 

MORTGAGEE:

XXXXX PROPERTIES, LLC, a Delaware

limited liability company

By: 

X. XXXXXXX XXXXXXX, JR. Manager

XXXXXXXXX INVESTMENTS, LLC, a

Florida limited liability company

By:  

XXXXXX X. XXXXX, Managing Member 

STATE OF FLORIDA	)
	) ss.:
COUNTY OF PALM BEACH	)

The foregoing instrument was acknowledged before me this ____ day of _____________, 2010 by _________________________, as ____________________ of CITY NATIONAL BANK OF FLORIDA, a Florida banking corporation as Trustee under its Land Trust #5003471, dated January 1, 1979, who is personally known to me or who produced _______________________ as identification and who did not take an oath.

WITNESS MY HAND AND OFFICIAL SEAL OF OFFICE.

______________________________
Notary Public

Printed Name: ___________________ 

Commission Expires: ______________

STATE OF FLORIDA	)
	) ss.:
COUNTY OF PALM BEACH	)

The foregoing instrument was acknowledged before me this ____ day of _____________, 2010 by X. XXXXXXX XXXXXXX, as CEO of FLORIDA GAMING CENTERS, INC., a Florida corporation and FLORIDA GAMING CORPORATION, a Delaware corporation, who is personally known to me or who produced _______________________ as identification and who did not take an oath.

WITNESS MY HAND AND OFFICIAL SEAL OF OFFICE.

______________________________
Notary Public

Printed Name: ___________________ 

Commission Expires: ______________

STATE OF ___________	)
	) ss.:
COUNTY OF __________	)

The foregoing instrument was acknowledged before me this ____ day of _____________, 2010 by M XXXXXXX XXXXXXX, XX., as Manager of XXXXX PROPERTIES, LLC, a Delaware limited liability company, who is personally known to me or who produced _______________________ as identification and who did not take an oath.

WITNESS MY HAND AND OFFICIAL SEAL OF OFFICE.

 

______________________________
Notary Public

Printed Name: ___________________ 

Commission Expires: ______________

STATE OF FLORIDA	)
	) ss.:
COUNTY OF PALM BEACH	)

The foregoing instrument was acknowledged before me this ____ day of _____________, 2010 by XXXXXX X. XXXXX, as Managing Member of XXXXXXXXX INVESTMENTS, LLC, a Florida limited liability company, who is personally known to me or who produced _______________________ as identification and who did not take an oath.

WITNESS MY HAND AND OFFICIAL SEAL OF OFFICE.

______________________________
Notary Public

Printed Name: ___________________ 

Commission Expires: ______________