MORTGAGE MODIFICATION/EXTENSION AGREEMENTAddendum or Modifications |
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Exhibit
10.3
MORTGAGE
MODIFICATION/EXTENSION AGREEMENT
THIS
MORTGAGE MODIFICATION/EXTENSION AGREEMENT
(the
“Agreement”) made and entered into this 27th
day of
September, 2007, by and between Branch
Banking and Trust Company, N.A.,
(hereinafter referred to as “Mortgagee”), and Pineapple
House of Brevard, Inc,
(hereinafter referred to as “Mortgagor”).
W
I T N E S S E T H:
WHEREAS,
on or
about November 18, 2005, the Mortgagor, as evidence of a loan made to it by
Mortgagee in the principal amount of $14,000,000.00
executed
and delivered to the Mortgagee its Promissory Note dated November 18, 2005,
in
the face amount of $14,000,000.00;
and
WHEREAS,
as
security for payment of the Promissory Note, the Mortgagor executed and
delivered to the Mortgagee a certain Mortgage (the “Mortgage”) dated November
18, 2005, and recorded in Official Records Book 5567
at Page
2467
of the
Public Records of Brevard County, Florida; and
WHEREAS,
the
Mortgagor has requested the Mortgagee to extend the Promissory Note and the
Mortgagee is willing to do so provided the Mortgagor executes and delivers
to
the Mortgagee (i) a Renewal Promissory Note evidencing the extension and (ii)
this Agreement.
WHEREAS,
the
Mortgage and Note evidence an unpaid principal sum now outstanding amounting
to
Six
Million Two Hundred Ninety Two Thousand One Hundred Ninety Nine Dollars and
15/100 ($6,292,199.15)
which
the Mortgagee at Mortgagors request has permitted Mortgagor to renew and modify
as to manner of repayment by a Renewal Promissory Note (the “Renewal Note”) in
favor of Mortgagee of even date herewith and the Mortgagor and Mortgagee desire
to modify the terms of the Loan Documents.
NOW,
THEREFORE,
in
consideration of mutual promises herein contained, the parties do hereby agree
as follows:
1. DEFINITIONS. Unless
expressly defined in this Agreement, all capitalized terms shall have the
definitions set forth in the Mortgage.
2. EXTENSION
OF LOAN. At
the
request of the Mortgagor, the Mortgagee has agreed to extend the loan evidenced
by the Promissory Note, and, as evidence of said extension, the Mortgagor has
executed and delivered to the Mortgagee its Renewal Promissory Note (the
“Renewal Note”) dated the date hereof in the amount of $14,000,000.00.
The
term “Note” shall hereafter mean and refer to the Promissory Note as renewed by
the Renewal Note, as said Promissory Note may be amended, modified, renewed
or
substituted for from time to time.
3. AMOUNTS
DUE ON THE NOTE. There
is
as of the date hereof due and owing to the Mortgagee on the Note the unpaid
principal balance of $6,292,199.15
together
with any accrued interest, with interest thereafter as set forth in the Note.
The Mortgagor further states and agrees that said amounts are absolutely and
unconditionally due and owing to the Mortgagee upon the Note and are not subject
to any claims, counterclaims, defenses or other rights of offset whatsoever.
To
the extent the Mortgagor should have any claims, counterclaims, defenses or
other rights of offset of any nature whatsoever, the Mortgagor in consideration
of the renewal of the Promissory Note does hereby expressly waive any such
claims, counterclaims, defenses or other rights of offset.
4. MORTGAGE
TO CONTINUE TO SECURE NOTE. The
Mortgage shall continue to secure the full and prompt payment of the Note (as
extended by the Renewal Note and as the same may be amended, modified, renewed
or substituted for from time to time in the future) in the same manner and
upon
the same conditions as if the Mortgage originally secured the full and prompt
payment of Note.
5. FUTURE
AMENDMENTS TO NOTE. As
defined above, the term “Note” includes all future amendments, modifications,
renewals or substitutions of the Note and as set forth above, the Mortgage
shall
further secure the Note as so amended, modified, renewed or substituted for
from
time to time. As such, should the Note at any time in the future be amended,
modified, renewed or substituted for, the Mortgage shall continue to secure
the
loan evidenced thereby and it shall not be necessary to execute any further
Modification or Extension Agreement of the Mortgage provided, however, nothing
contained herein shall obligate the Mortgagee to agree to any further extension
or modification in the future.
6.
