NOTE CONSOLIDATION AND SEVERANCE AGREEMENT
THIS NOTE CONSOLIDATION AND SEVERANCE AGREEMENT (this
"Agreement") made as of the 3rd day of September, 1998, between CUTTER SOUND
DEVELOPMENT, LTD., MONTVERDE PROPERTY, LTD., NORTHSHORE GOLF PARTNERS, LTD.,
NORTHSHORE DEVELOPMENT, LTD., U.S. GOLF PINEHURST PLANTATION, LTD., FSD GOLF
CLUB, LTD., RH HOLDINGS, INC., WEDGEFIELD LIMITED PARTNERSHIP and ARLINGTON
LAKES, L.P., each having an address at c/o Golf Communities of America, 000
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Tower, Suite 1515, Xxxxxxx, Xxxxxxx 00000
("Borrower") and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, having an
address at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lender").
W I T N E S S E T H:
WHEREAS, Lender is the lawful owner and holder of (i) those
certain mortgages and deeds of trust described in Schedule A hereto
(collectively, the "Deeds of Trust") encumbering the premises more particularly
described in the Deeds of Trust together with all improvements now or hereafter
located hereon and all other property intended to be encumbered by the Deeds of
Trust (collectively, the "Premises") and (ii) the two notes in the original
principal amount of $50,590,000 and $50,000,000, respectively, secured by the
Deeds of Trust (the "Notes"); and
WHEREAS, as of the date hereof, the unpaid aggregate principal
amount of the Notes which are secured by the Deeds of Trust is $100,590,000,
plus interest thereon; and
WHEREAS, Lender, as the holder of the Notes and Deeds of
Trust, and Trustor, as the owner of the Premises, have agreed to consolidate the
indebtedness evidenced by the Notes into a single consolidated indebtedness of
$100,590,000 (the "Consolidated Indebtedness"); and
WHEREAS, Lender, as the holder of the Notes and Deeds of
Trust, and Borrower, as the owner of the Premises, have agreed to sever the
Notes, as consolidated, into three separate indebtednesses of $48,456,000,
$26,247,000 and $26,247,000, respectively, and, in connection therewith,
Borrower has agreed to execute and deliver to Lender simultaneously herewith:
(i) a note to be dated as of the date hereof in the amount of
$48,456,000 ("Class A Note") to evidence the indebtedness in like amount; and
(ii) a note to be dated as of the date hereof in the amount of
$26,247,000 ("Class B Note") to evidence the indebtedness in like amount; and
(iii) a note to be dated as of the date hereof in the amount
of $26,247,000 ("Class C Note") to evidence the indebtedness in like amount; and
WHEREAS, Class A Note, Class B Note and Class C Note are
intended to be given in substitution of and are intended to evidence the same
indebtedness as evidenced by the Notes in the aggregate amount of $100,590,000,
which Notes were secured by the Deeds of Trust in the aggregate original
principal amount of $100,590,000; and
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. The Notes and the indebtedness evidenced thereby
are hereby consolidated so that together they shall hereafter evidence a single
indebtedness in the aggregate principal amount of the Consolidated Indebtedness,
together with interest thereon.
2. Borrower hereby represents and warrants to Lender
that there exists no defense, offset or counterclaim with respect to Borrower's
obligations under the Notes.
3. Borrower hereby acknowledges that it is indebted
to Lender in accordance with the Notes, as consolidated, and that the aggregate
principal amount of the Notes is $100,950,000.00, with a current outstanding
balance of $100,950,000.
4. (a) The principal indebtedness of $100,950,000
evidenced by the Notes, as consolidated hereby, hereby is severed into three
portions as follows:
(i) a principal indebtedness of $48,456,000 to be evidenced
by Class A Note which will be executed and delivered by Cutter Sound
Development, Ltd., Montverde Property, Ltd., Northshore Golf Partners, Ltd.,
Northshore Development, Ltd., U.S. Golf Pinehurst Plantation, Ltd., FSD Golf
Club, Ltd., RH Holdings, Inc., Wedgefield Limited Partnership and Arlington
Lakes, L.P., simultaneously herewith; and
(ii) a principal indebtedness of $26,247,000 to be evidenced
by Class B Note which will be executed and delivered by Cutter Sound
Development, Ltd., Montverde Property, Ltd., Northshore Golf Partners, Ltd.,
Northshore Development, Ltd., U.S. Golf Pinehurst Plantation, Ltd., FSD Golf
Club, Ltd., RH Holdings, Inc., Wedgefield Limited Partnership and Arlington
Lakes, L.P., simultaneously herewith; and
(iii) a principal indebtedness of
$26,247,000 to be evidenced by Class C Note which will be executed and delivered
by Cutter Sound Development, Ltd., Montverde Property, Ltd., Northshore Golf
Partners, Ltd., Northshore Development, Ltd., U.S. Golf Pinehurst Plantation,
Ltd., FSD Golf Club, Ltd., RH Holdings, Inc., Wedgefield Limited Partnership and
Arlington Lakes, L.P., simultaneously herewith;
(b) Class A Note, Class B Note and Class C Note will
be executed and delivered simultaneously herewith, in substitution for the
Notes, as consolidated. The principal indebtedness of $48,456,000 evidenced by
Class A Note, the principal indebtedness of $26,247,000 evidenced by Class B
Note and the principal indebtedness of $26,247,000 evidenced by Class C Note
constitute, in the aggregate, the same principal indebtedness evidenced by the
Notes, as consolidated, and secured by the Deeds of Trust and do not create or
secure any new or further indebtedness.
5. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without regard
to the principles of conflict of law.
6. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument.
7. This Agreement shall be binding upon Borrower, its
successors and assigns, and shall be binding upon and inure to the benefit of
Lender, its successors and assigns, including any subsequent holder of all or
any portion of the Notes or the Deeds of Trust.
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IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CUTTER SOUND DEVELOPMENT, LTD.,
a Florida limited partnership
By: U.S. Golf (Cutter Sound), Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
MONTVERDE PROPERTY, LTD.,
a Florida limited partnership
By: U.S. Golf (Montverde), Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
NORTHSHORE GOLF PARTNERS, LTD.,
a Texas limited partnership
By: Northshore U.S. Golf, Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
NORTHSHORE DEVELOPMENT, LTD.,
a Texas limited partnership
By: Northshore U.S. Golf, Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
U.S. GOLF PINEHURST PLANTATION, LTD.,
a Florida limited partnership
By: U.S. Golf (Plantation), Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
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FSD GOLF CLUB, LTD.,
a Florida limited partnership
By: U.S. Golf (FSD), Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
RH HOLDINGS, INC., a Utah corporation
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
WEDGEFIELD LIMITED PARTNERSHIP,
a Michigan limited partnership
By: U.S. Golf (Wedgefield), Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
ARLINGTON LAKES, L.P.,
a Texas limited partnership
By: GCA Texas Development, Inc.,
its General Partner
By:
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
By:
---------------------------------
Name:
Title:
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SCHEDULE A
1. Deed of Trust and Security Agreement, dated July 2, 1998, by RH Holdings,
Inc. ("Trustor") to First American Title Insurance Company ("Trustee") for
the benefit of Credit Suisse First Boston Mortgage Capital LLC
("Beneficiary")
2. Mortgage and Security Agreement, dated July 2, 1998, by Wedgefield Limited
Partnership ("Mortgagor") in favor of Credit Suisse First Boston Mortgage
Capital LLC ("Mortgagee").
3. Deed of Trust and Security Agreement, dated July 2, 1998, by U.S. Golf
Pinehurst Plantation, Ltd ("Trustor") to First American Title Insurance
Company ("Trustee") for the benefit of Credit Suisse First Boston Mortgage
Capital LLC ("Beneficiary").
4. Mortgage and Security Agreement, dated July 2, 1998, by Montverde Property,
Ltd. ("Mortgagor") in favor of Credit Suisse First Boston Mortgage Capital
LLC ("Mortgagee").
5. Mortgage and Security Agreement, dated July 2, 1998, by FSD Golf Club, Ltd.
("Mortgagor") in favor of Credit Suisse First Boston Mortgage Capital LLC
("Mortgagee").
6. Deed of Trust and Security Agreement, dated July 2, 1998, by Northshore
Development, Ltd., and Northshore Golf Partners, Ltd. (collectively,
"Trustor") to Xxx Xxxxxxxx ("Trustee") for the benefit of Credit Suisse
First Boston Mortgage Capital LLC ("Beneficiary").
7. Mortgage and Security Agreement, dated July 2, 1998, by Cutter Sound
Development, Ltd. ("Mortgagor") in favor of Credit Suisse First Boston
Mortgage Capital LLC ("Mortgagee").
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