ATLANTIC GULF COMMUNITIES CORPORATION EXHIBIT TO THE MARCH 31, 1997 FORM 10-Q
EXHIBIT 10.3 FIRST AMENDMENT TO THE RESTATED, AMENDED AND CONSOLIDATED TRUST
AGREEMENT DATED AS OF DECEMBER 26, 1996, AMENDED AS OF DECEMBER 30, 1996.
FIRST AMENDMENT TO THE
RESTATED, AMENDED AND CONSOLIDATED TRUST AGREEMENT
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RESTATED, AMENDED AND CONSOLIDATED TRUST AGREEMENT AMENDMENT, made and
entered into as of this 30th day of December, 1996, by and between the STATE OF
FLORIDA, DEPARTMENT OF BUSINESS REGULATION, DIVISION OF FLORIDA LAND SALES,
CONDOMINIUMS, AND MOBILE HOMES (the "Division"), ATLANTIC GULF COMMUNITIES
CORPORATION ("Atlantic Gulf" or the "Company"), and FIRST UNION NATIONAL BANK OF
FLORIDA, as Trustee ("Trustee") (collectively with the Division and the Company,
the "Parties").
WHEREAS, the Parties entered into the Restated, Amended and
Consolidated Trust Agreement (the "Agreement") dated as of December 24, 1996;
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein
contained the Parties agree as follows:
1. Section 4.7 of the Agreement is hereby amended by deleting the text
of subsection (f), and adding sub-subsections (f)(i) and (f)(ii) which state:
(f)(i) The Trustee shall not be obligated to make any cash
disbursement pursuant to Section 2.6 to the extent that the
Trustee reasonably believes that such disbursement would
leave the Trust with insufficient Funds to meet its
potential tax liability as of such date. Any Funds so
withheld by the Trustee shall be called the "Tax Reserve"
and shall be accounted for separately by the Trustee from
other Funds in the Trust.
(f)(ii) If the Company objects to the amount of the Tax
1
Reserve, and if Trustee and the Company cannot thereafter
mutually agree on the amount of such Reserve, the Company
shall have the right to seek the removal of the Trustee
pursuant to Section 4.5.
IN WITNESS WHEREOF, the Parties hereto have executed this Restated,
Amended and Consolidated Trust Agreement Amendment as of the day and year first
above written.
ATLANTIC GULF COMMUNITIES CORPORATION
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Xxxxxx X. Xxxxxxx, Esq.
Vice-President - CFO
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
STATE OF FLORIDA, DEPARTMENT OF BUSINESS
REGULATION, DIVISION OF FLORIDA LAND SALES,
CONDOMINIUMS, AND MOBILE HOMES
By: /s/ XXXXXX X. XXXXXX, XX.
----------------------------
Xxxxxx X. Xxxxxx, Xx.
Director, Division of
Florida Land Sales, Condominiums,
and Mobile Homes
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
2
FIRST UNION NATIONAL BANK OF FLORIDA,
AS TRUSTEE
By: /s/ XXXXX X. XXXXXX
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Corporate Trust Department
Fourteenth Floor
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
