AMENDMENT TO CONDITIONAL GUARANTY AND CONSENT OF GUARANTOR
AMENDMENT TO CONDITIONAL GUARANTY AND CONSENT OF GUARANTOR
| AGREEMENT
made as of the 28th day of April, 2008 between XXXX, INC., a Maryland corporation
formerly known as “Wellsford Real Properties, Inc.” and having an address of 000
Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
(“Guarantor”), and Wachovia Bank, National Association, a national
association having an address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
“Bank”). | |
|
RECITALS | |
| A. |
The Bank made a loan in the original principal amount of $21,176,995.00 to East
Lyme Housing Ventures, LLC (the “Borrower”), which loan (the
“Loan”) is evidenced by a revolving promissory note in the
original principal amount of $8,352,921.00 and a promissory note in the original
principal amount of $12,824,074.00, each dated December 23, 2004 (collectively,
the “Note”) and secured by a mortgage dated said date and
recorded in Book 693 at Page 98 of the East Lyme Land Records (the
“Mortgage”). |
| B. |
The Guarantor guaranteed the repayment of the Loan pursuant to an Unconditional
Guaranty dated as of December 23, 2004 (the “Guaranty”). |
| C. |
Bank and Borrower have modified the Loan pursuant to a certain First
Modification of Loan Agreement, Open-End Mortgage and Security Agreement,
Assignment of Leases and Rents and Other Loan Documents dated November 2, 2005
(the “First Modification”). |
| D. |
Bank and Borrower have further modified the Loan pursuant to a certain Second
Modification of Notes, Loan Agreement, Open-End Mortgage and Security Agreement,
Assignment of Leases and Rents and Other Loan Documents dated of even date
herewith (the “Second Modification”). |
| E. |
As an inducement to Bank entering into the Second Modification, the Guarantor
has agreed to consent to the Second Modification, such consent to be evidenced
by this Agreement. |
| AGREEMENT | |
|
In consideration of the foregoing, and for One Dollar ($1.00) and other valuable
consideration received to the Guarantor’s satisfaction, the Guarantor hereby agrees
as follows: | |
| 1. |
The Guarantor hereby consents to the modification of the Loan as evidenced by
the Second Modification, and agrees to be bound by its terms as they affect the
Guaranteed Obligations. |
| 2. |
The Bank agrees that the liquidity requirement set forth in the Paragraph
entitled “FINANCIAL COVENANTS” on page 6 is hereby reduced from
$10,000,000.00 to $7,500,000.00. Said requirement will be further reduced on a
dollar-for-dollar basis as and when Curtailment Payments (as defined in the
Second Modification) are made under the Development Loan. In all other respects,
the Guaranty remains unmodified and in full force and effect. |
| 3. |
All capitalized terms used herein which are not defined herein shall have the
same meaning as described in the Guaranty. |
| 4. | This Agreement shall be governed by the substantive laws of the State of Connecticut, without regard to the conflict of laws principles, and shall be binding upon the Guarantor and its successors and assigns. |
| IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has duly executed and delivered this Agreement as of the day and year first above written. |
| XXXX, INC. | ||
| By: |
/s/ Xxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxxxx Its Vice President and Chief Financial Officer Duly Authorized | |
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||
| By: |
/s/ Xxxxxxx X. Xxxxxxxx Xx. Xxxxxxx X. Xxxxxxxx Xx. Its Vice President Duly Authorized | |
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