NOTE SEVERANCE AGREEMENT
THIS NOTE SEVERANCE AGREEMENT (this "Agreement") made as of
the 3rd day of September, 1998, between PELICAN STRAND, LTD., having an address
at c/o Golf Communities of America, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Tower,
Suite 1515, Xxxxxxx, Xxxxxxx 00000 ("Borrower") and CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC, having an address at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Lender").
W I T N E S S E T H:
WHEREAS, Lender is the lawful owner and holder of (i) that
certain Mortgage and Security Agreement dated July 2, 1998 (the "Mortgage")
encumbering the premises more particularly described in the Mortgage together
with all improvements now or hereafter located hereon and all other property
intended to be encumbered by the Mortgage (the "Premises") and (ii) the note in
the original principal amount of $35,600,000 secured by the Mortgage (the
"Note"); and
WHEREAS, as of the date hereof, the unpaid aggregate principal
amount of the Note which is secured by the Mortgage is $35,600,000 plus interest
thereon; and
WHEREAS, Lender, as the holder of the Note and Mortgage, and
Borrower, as the owner of the Premises, have agreed to sever the Note, as
consolidated, into three separate indebtednesses of $17,088,000, $9,256,000 and
$9,256,000, respectively, and, in connection therewith, Borrower has agreed to
execute and deliver to Lender simultaneously herewith:
(i) a note to be dated as of the date hereof in the amount of
$17,088,000 ("Class A Note") to evidence the indebtedness in like amount; and
(ii) a note to be dated as of the date hereof in the amount of
$9,256,000 ("Class B Note") to evidence the indebtedness in like amount; and
(iii) a note to be dated as of the date hereof in the amount
of $9,256,000 ("Class C Note") to evidence the indebtedness in like amount; and
WHEREAS, Class A Note, Class B Note and Class C Note are
intended to evidence the same indebtedness as evidenced by the Note in the
aggregate amount of $35,600,000, which Note is secured by the Mortgage in the
aggregate original principal amount of $35,600,000; and
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Borrower hereby represents and warrants to Lender
that there exists no defense, offset or counterclaim with respect to Borrower's
obligations under the Note.
2. Borrower hereby acknowledges that it is indebted
to Lender in accordance with the Note, and that the aggregate principal amount
of the Note is $35,600,000.00, with a current outstanding balance of
$35,600,000.00.
3. (a) The principal indebtedness of $35,600,000.00
evidenced by the Note hereby is severed into three portions as follows:
(i) a principal indebtedness of $17,088,000 to be evidenced
by Class A Note which will be executed and delivered by Pelican Strand, Ltd.
simultaneously herewith;
(ii) a principal indebtedness of $9,256,000 to be evidenced
by Class B Note which will be executed and delivered by Pelican Strand, Ltd.
simultaneously herewith; and
(i) a principal indebtedness of $9,256,000 to be evidenced by
Class C Note which will be executed and delivered by Pelican Strand, Ltd.
simultaneously herewith.
(b) Class A Note, Class B Note and Class C Note will
be executed and delivered simultaneously herewith, in substitution for the Note.
The principal indebtedness of $17,088,000 evidenced by Class A Note, the
principal indebtedness of $9,256,000 evidenced by Class B Note and the principal
indebtedness of $9,256,000 evidenced by Class C Note constitute, in the
aggregate, the same principal indebtedness evidenced by the Note, and secured by
the Mortgage and do not create or secure any new or further indebtedness.
4. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without regard
to the principles of conflict of law.
5. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument.
6. This Agreement shall be binding upon Borrower, its
successors and assigns, and shall be binding upon and inure to the benefit of
Lender, its successors and assigns, including any subsequent holder of all or
any portion of the Notes or the Mortgage.
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IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
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
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
By:
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Name:
Title:
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