0000950144-04-009070 Sample Contracts

SECOND MODIFICATION TO THE AMENDED AND RESTATED MASTER CREDIT AGREEMENT
Master Credit Agreement • September 13th, 2004 • Sea Pines Associates Inc • Hotels & motels • South Carolina

THIS SECOND MODIFICATION (this “Agreement”) is made as of the 22nd day of July, 2004, by and among WACHOVIA BANK, NATIONAL ASSOCIATION (the “Bank”), SEA PINES ASSOCIATES, INC. and SEA PINES COMPANY, INC. (if more than one, collectively, the “Borrower”).

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CONSENT
Sea Pines Associates Inc • September 13th, 2004 • Hotels & motels

WHEREAS, Sea Pines Associates, Inc. (the “Company”) and Sea Pines Company, Inc., both corporations organized and existing under the laws of the State of South Carolina (collectively, the “Borrower”), and Wachovia Bank, N.A., a national banking association (the “Bank”), are parties to the Amended and Restated Master Credit Agreement dated as of October 31, 2002, as amended by that certain First Modification and Waiver Agreement dated as of July 31, 2003 (the “Agreement”); and

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • September 13th, 2004 • Sea Pines Associates Inc • Hotels & motels

This First Amendment to Second Amended and Restated Rights Agreement, dated as of July 27, 2004 (the “First Amendment”), is by and between Sea Pines Associates, Inc., a South Carolina corporation (the “Company”), and Wachovia Bank, N.A., a national banking association (the “Rights Agent”).

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