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REVOLVING LINE OF CREDIT PROMISSORY NOTE

Revolving Credit Agreement

REVOLVING LINE OF CREDIT PROMISSORY NOTE | Document Parties: SADDLEBROOK RESORTS, INC | SUNTRUST BANK You are currently viewing:
This Revolving Credit Agreement involves

SADDLEBROOK RESORTS, INC | SUNTRUST BANK

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Title: REVOLVING LINE OF CREDIT PROMISSORY NOTE
Date: 4/16/2007

REVOLVING LINE OF CREDIT PROMISSORY NOTE, Parties: saddlebrook resorts  inc , suntrust bank
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EXHIBIT 10.10

AMENDED AND RESTATED REVOLVING LINE OF CREDIT PROMISSORY NOTE

THIS NOTE AMENDS AND RESTATES THAT CERTAIN REVOLVING LINE OF CREDIT PROMISSORY NOTE DATED NOVEMBER 1, 2004, IN THE ORIGINAL PRINCIPAL AMOUNT OF $5,000,000.00, GIVEN BY BORROWER IN FAVOR OF BANK (THE "ORIGINAL NOTE"). THIS NOTE IS BEING EXECUTED BY MAKER AND DELIVERED TO BANK IN SUBSTITUTION FOR THE ORIGINAL NOTE AND NOT IN PAYMENT, SATISFACTION OR CANCELLATION OF THE OUTSTANDING INDEBTEDNESS EVIDENCED BY THE ORIGINAL NOTE. NO ADDITIONAL DOCUMENTARY STAMP TAXES OR NON-RECURRING INTANGIBLES TAXES ARE DUE IN CONNECTION WITH THE EXECUTION OF THIS NOTE OR THE RECORDING OF THE THIRD AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING OF EVEN DATE ON PROPERTY IN PASCO COUNTY, FLORIDA WHICH SECURES THIS NOTE.

 

     

 

 

 

 
U.S. $5,000,000.00

 

Tampa, Florida
January 30, 2007



     The undersigned Borrower promises to pay to the order of SUNTRUST BANK , a Georgia banking corporation (hereinafter called "Bank" , which term shall include all subsequent holders of this Note by assignment or otherwise), at its offices located in Tampa, Florida, or order, the sum of FIVE MILLION AND 00/100 DOLLARS ( $5,000,000.00 ), or so much thereof as may be advanced by Bank hereunder, together with interest as required under this Note. Sums shall be advanced to Borrower by Bank hereunder pursuant to the terms and conditions of that certain Loan Agreement of even date herewith, by and between Bank and Borrower. The outstanding principal amount due hereunder may fluctuate up and down from time to time, but shall not exceed Five Million and 00/100ths United States Dollars ($5,000,000.00) in the aggregate principal amount outstanding at any one time.

     The principal outstanding under this Note shall bear interest at the Interest Rate (as hereinafter defined), which Interest Rate shall be adjusted on each Interest Rate Determination Date (as hereinafter defined). The term "Interest Rate" means two percent (2.00%) per annum above One Month LIBOR-Indexed Rate (as hereinafter defined). The term "One Month LIBOR-Indexed Rate" means that rate per annum which is the quotient of:

(i) the rate per annum equal to the offered rate for deposits in U.S. dollars of amounts comparable to the principal amount of the Note offered for a term comparable to the Interest Period, which rate appears on that page of Bloomberg reporting service, or such similar service as determined by the Bank, that displays British Bankers’ Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day of such Interest Period; provided, that if no such offered rate appears on such page, the rate used for such Interest Period will be the per annum rate of interest determined by the Bank to be the rate at which U.S. dollar deposits for the relevant Interest Period in an amount comparable to the principal amount of the Note, are offered to the Bank in the London Inter-Bank Market as of 11:00 A.M. (London, England time), on the day which is two (2) Business Days prior to the first day of such Interest Period, divided by

 

 

 

(ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day to which Bank is subject with respect to any One Month LIBOR loan pursuant to regulations issued by the Board of Governors of the Federal Reserve System with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities" under Regulation D). This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage.

     Anything to the contrary provided herein notwithstanding, upon any increase in the reserve percentage by the Board of Governors of the Federal Reserve System, Borrower shall have the right to request (which request shall not be unreasonably denied by Bank) the use of the thirty (30) day Secondary Certificate of Deposit Rate or some other mutually agreed upon index instead of the One Month LIBOR-Indexed Rate. The term "Secondary Certificate of Deposit Rate: shall mean:

(i) the Secondary Certificate of Deposit Rate per annum for 30-day period, each as in effect on the date two (2) Business Days prior to the beginning of each Interest Period, as published from time to time in the Wall Street Journal or such substitute publication or interest rate reporting service as may be designated in writing from time to time by Bank to Borrower, in any such case rounded, if necessary to the higher 1/16 of 1.0% if the rate is not such a multiple.

     If the Bank determines in its sole discretion at any time (the "Determination Date" ) that it can no longer make, fund or maintain One Month LIBOR-Indexed Rate and/or Secondary Certificate of Deposit Rate loans for any reason, including without limitation illegality, or the One Month LIBOR Indexed Rate and/or Secondary Certificate of Deposit Rate cannot be ascertained or do not accurately reflect the Bank’s cost of funds, or the Bank would be subject to Additional Costs that cannot be recovered from Borrower, then the Bank will notify Borrower and thereafter will have no obligation to make, fund or maintain One Month LIBOR-Indexed Rate and/or Secondary Certificate of Deposit Rate loans. Upon such Determination Date, this Note shall be converted to a variable rate loan based upon the Prime Rate (as hereinafter defined), with the interest rate adjusting simultaneously with any fluctuation in said Prime Rate. "Prime Rate" shall mean the publicly announced prime lending rate of the Bank from time to time in effect, which rate may not be the lowest or best lending rate made available by the Bank.

     The term "Business Day" as hereinabove used shall mean a day on which the foreign exchange markets in London, England are open for business. The term "Interest Rate Determination Date" as hereinabove used means January 30, 2007, and the first (1st) Business Day of each calendar month thereafter. The term "Interest Period" as hereinabove used means the period commencing on each Interest Rate Determination Date and ending the day before the next Interest Rate Determination Date.

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