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Exhibit 10.21
EXTENSION AMENDMENT
AMENDMENT, dated as of March 30, 1999 (this "Amendment"), to and in
respect of the Subordinated Loan Agreement, dated as of November 13, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Loan Agreement"), between XXXXXXXX CAPITAL CORPORATION, a Georgia corporation
(the "Borrower"), and LEND LEASE INVESTMENTS HOLDINGS, INC., a Delaware
corporation (the "Subordinated Lender").
RECITALS
The Borrower has requested the Subordinated Lender to agree to amend
certain provisions of the Loan Agreement to extend the Commitment Termination
Date as set forth in this Amendment. The Subordinated Lender is willing to
agree to such amendment, but only on the terms and subject to the conditions
set forth in this Amendment (unless otherwise defined herein, terms defined in
the Loan Agreement are used herein as therein defined).
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower and the Subordinated Lender hereby agree as follows:
Section 1. Amendment. Section 1.1 of the Loan Agreement is hereby
amended by deleting the definition of "Commitment Termination Date" and
substituting in lieu thereof of the following new definition:
"Commitment Termination Date" means the earlier to occur of
(i) April 5, 1999 and (ii) the declaration by the Subordinated
Lender, pursuant to Section 6.3, of a Commitment Termination Event.
Section 2. Effectiveness. This Amendment shall become effective upon the
receipt by the Subordinated Lender of evidence satisfactory to the Subordinated
Lender that this Amendment has been duly executed and delivered by the Borrower.
Section 3. Reservation of Rights. The Subordinated Lender hereby advised
the Borrower that, other than expressly provided herein, the Subordinated
Lender does not waive any Defaults or Events of Default which may exist, and
that the current non-exercise of rights, remedies, powers and privileges by the
Subordinated Lender under the Subordinated Loan Documents and applicable law
with respect to such Defaults or Events of Default, if any, shall not be, and
shall not be construed as, a waiver thereof, and the Subordinated Lender
reserves its rights (i) fully to invoke any and all such rights, remedies,
powers and privileges under the Subordinated Loan Documents and applicable law
at any time it deems appropriate in such respect of any Defaults or Events of
Default that may exist, (ii) to refuse to make available any further extensions
of credit except in strict accordance with the terms of the Subordinated Loan
Documents and (iii) to require that all Loans bear interest
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specified in the Loan Agreement, as amended by this Amendment. Nothing in this
Amendment, and no extension of credit made by the Subordinated Lender on or
after the date hereof, shall be construed as an acknowledgment or determination
by the Subordinated Lender that no Default or Event of Default has occurred or
is continuing.
Section 4. No Other Amendments. Except as expressly amended hereby, the
Loan Agreement and the other Subordinated Loan Documents shall remain in full
force and effect in accordance with their respective terms, without any waiver,
amendment or modification of any provision thereof.
Section 5. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
Section 6. Expenses. The Borrower agrees to pay and reimburse the
Subordinated Lender for all of the out-of-pocket costs and expenses incurred by
the Subordinated Lender in connection with the preparation, execution and
delivery of this Amendment, including, without limitation, the fees and
disbursements of counsel to the Subordinated Lender with respect thereto.
Section 7. Applicable Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective representatives thereto duly authorized effective
as of the date first above written.
XXXXXXXX CAPITAL CORPORATION
By /s/ XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxx
Chief Financial Officer
LEND LEASE INVESTMENTS
HOLDINGS, INC.
By /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Vice President & Treasurer
