AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT ("Amendment"), dated as of
September 3, 1998, between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, a
Delaware limited liability company having an address at 00 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Lender") and PELICAN STRAND, LTD., having an address at
c/o Golf Communities of America, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxx 00000 ("Borrower").
W I T N E S S E T H :
WHEREAS, Borrower and Lender are parties to that certain Loan
Agreement, dated as of July 2, 1998 (the "Loan Agreement");
WHEREAS, Borrower and Lender have agreed to amend the terms of
the Loan Agreement in order to modify and amend certain other terms and
provisions of the Loan Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants, agreements, representations and warranties hereinafter contained, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree the Loan Agreement is hereby amended as follows:
1. The definition of "Note" is hereby deleted in its entirety
and all references to "Note" shall mean those certain three (3) notes of even
date herewith in the principal amounts of $17,088,000, $9,256,000 and
$9,256,000, respectively, as the same may be amended, restated replaced
supplemented or otherwise modified from time to time.
2. The reference in the definition of "Spread Maintenance
Premium" to "four and one-half percent (4.5%)" is hereby modified to read to
"five and six tenths percent (5.6%)".
3. As herein amended, the Loan Agreement is hereby ratified
and remains in full force and effect.
4. This Amendment may be signed in any number of counterparts
by the parties hereto, all of which taken together shall constitute one and the
same instrument.
5. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
6. Section 2.2 of the Loan Agreement is hereby amended as to
include the following final sentence:
"Notwithstanding anything contained herein to the contrary,
the Subsequent Advance in the amount of $6,500,000 shall be
made from the Class C Note (as defined in the Note)."
7. Section 8.7.3 of the Loan Agreement is hereby deleted in
its entirety and replaced with the following:
"8.7.3 Application of Release Price; Credits.
(a) Upon the release of a Release Parcel or Lot from the lien
of the Mortgage, the Release Proceeds shall be deposited in the Cash Collateral
Account and an amount equal to the Release Price for such Release Parcel or Lot
shall be applied first to the Interest Reserve Account in an amount sufficient
to bring the balance of such account to the sum of $14,353,500 and, thereafter,
such remaining Release Proceeds shall, at the option of Lender, either (i) be
allocated to the Monthly Debt Service Subaccount and disbursed to Lender on the
Payment Date next following such release in accordance with the Cash Management
Agreement and, upon receipt of such Release Price, Lender shall apply such
amount to the reduction of the outstanding principal balance of the Loan without
any prepayment premium or charge or (ii) be applied to the satisfaction of
Borrower's obligation under Section 8.12."
8. At the request of Lender, Borrower shall execute such new
Notes, consolidations of the Notes and modifications and amendments to the Notes
and the other Loan Documents as may be requested by Lender provided that the
Borrower shall not be required to modify or amend any Loan Document if such
modification or amendment would change the interest rate or the stated maturity
date of the Loan. Borrower hereby agrees that Lender shall have the right to
unilaterally adjust the interest rate payable under the Notes so long as the
weighted average interest rate payable by Borrower under the Notes shall at all
times equal five and six tenths percent (5.6%) over LIBOR. Borrower's failure to
execute any such documents shall constitute an Event of Default.
9. Notwithstanidng anything to the contrary contained in the
Notes, he Borrwer and Lender agree that the weighted average interest rate
payable by Borrower under the Notes shall at all times equal five and six tenths
percent (5.6%) over LIBOR.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
LENDER:
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
a Delaware limited liability company
By:
------------------------------------
Name:
Title:
BORROWER:
PELICAN STRAND, LTD.,
a Florida limited partnership
By: Pelican Strand Development Corporation,
its General Partner
By:
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Name: Xxxxxx Xxxxxxxxx
Title: President
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