AGREEMENT AND AMENDMENT
AGREEMENT AND AMENDMENT (this "Agreement" or "Amendment") dated January
__, 1997 ("Amendment Effective Date"), by and among Vacation Break Resorts at
Star Island, Inc., a Florida corporation ("Borrower"), the individual and
corporate Guarantors identified on the signature pages of this Agreement
(individually, a "Guarantor" or jointly and severally, the "Guarantors"), and
Textron Financial Corporation, a Delaware corporation ("Lender").
PRELIMINARY STATEMENT
The Borrower, the Guarantors, and Lender, are parties to a Loan and
Security Agreement dated as of March 14, 1996 (as amended hereby, and as further
amended from time to time, and including all schedules and exhibits to it, the
"Loan Agreement"). Pursuant to the Loan Agreement and the other Loan Documents,
Lender made in favor of Borrower a loan in the principal amount of up to
$5,000,000 (the "Loan"). The Loan is guaranteed by the Guarantors, jointly and
severally, and secured by, among other Collateral, purchase and sale agreements
with Purchasers included among the Timeshare Documents, together with cash
deposits and related rights and interests in connection with TFC Financed Escrow
Sales, and Pledged Notes Receivable and Mortgages deriving from sales of
Intervals at the Resorts.
At the time of the original Closing under the Loan Agreement, the
Resorts consisted of the condominium vacation ownership time-share projects
known as Vacation Break Resorts at Star Island I, a Condominium ("VBSI I") and
Vacation Break Resorts at Star Island II, a Condominium ("VBSI II"), each as
more particularly described in the Loan Agreement. Subsequent to the original
Closing Date, the Borrower, as Developer, filed certain Timeshare Documents with
the Division, and on October 10, 1996 the Division approved as a condominium
vacation ownership time-share project, a separate portion of the Star Island
Project presently under construction which is known as Vacation Break Resort at
Star Island III, a Condominium ("VBSI III"), as more particularly described
below. The parties wish to enter into this Amendment, among other things, to
include VBSI III as a Resort and to provide for Advances to be made in respect
of Eligible Escrow Sales or Eligible Notes Receivable arising from sales of
Intervals in VBSI III.
NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings given to such terms in the Loan
Agreement, and all such defined terms are deemed incorporated herein by this
reference. Capitalized terms defined in the introductory Preliminary Statement
or elsewhere in this Agreement, or in the Loan Documents other than the Loan
Agreement (including as amended by this Agreement), shall have the meanings
assigned to them at the place first defined. The definitions include the
singular and plural forms of the terms defined.
2. AMENDMENT. The provisions of this Amendment shall govern and control
over conflicting or inconsistent provisions in the Loan Agreement and the other
Loan Documents, but except as expressly modified by this Amendment, all
provisions of the Loan Agreement and the other Loan Documents remain unmodified
and in full force and effect, and are expressly reaffirmed by the parties
hereto. As used herein, references to (a) the Loan Agreement shall mean the Loan
Agreement as amended by this Amendment; and (b) the Loan Documents shall be
deemed to include, in addition to the other Loan Documents, this Agreement, the
Intercreditor Agreement (defined below), and the various assignments, financing
statements, consents, certifications, authorizations, opinions and other
documents, instruments or materials executed and delivered in connection with
this Agreement.
3. VACATION BREAK RESORT AT STAR ISLAND - BACKGROUND. As discussed more
fully in the Loan Documents, prior to the Amendment Effective Date identified in
the initial paragraph hereof, Borrower, as Developer, commenced the
establishment of a multiple condominium time-share plan and project defined in
the Loan Documents as the Resort. As of the Closing Date, the Resort consisted
of VBSI I, as more particularly described and provided in the VBSI I
Declaration, and VBSI II, as more particularly described and provided in the
VBSI II Declaration. As described more fully in the VBSI I Declaration and the
VBSI II Declaration (collectively, and including Declarations of Condominium
relating to future condominiums included within the Resort, the "Declarations"),
the Resort consists or is to consist of, among other things, condominium
buildings (the "Buildings") in which "Timeshare Interests" (also referred to as
"Intervals") are or will be established. VBSI I consists of one Building
designated as Building 2, containing 11 Units, and VBSI II consists of one
Building designated as Building 28, containing 16 Xxxxx.
0
Xxxxxxxx 0 and Building 28 were constructed, and Units or
Intervals have been or are being conveyed to Borrower, pursuant to and as
provided in, among other agreements, the May 15, 1995 amended Purchase Agreement
between the Borrower and Star Island Development Corp. ("SIDC"). SIDC's
Construction of Building 2 and Building 28 was financed by Lender pursuant to a
separate loan transaction between Lender and SIDC described in the Agreement and
Consent included among the Loan Documents as the "SIDC Loan." Final certificates
of occupancy have been issued with respect to Building 2 and Building 28, and
all of the Units (and Intervals) therein.
Since the Closing Date, Borrower and SIDC have agreed to the
construction and conveyance to Borrower, pursuant to the Purchase Agreement, of
an Additional Resort Building known as "Building 9", containing 48 Units, for
inclusion by the Borrower in the Resort as an additional condominium established
as VBSI III. SIDC's Construction of Building 9 is being financed by Colonial
Bank ("Colonial"), pursuant to a construction loan transaction dated as of July
30, 1996 between SIDC and Colonial Bank (the "SIDC Colonial Loan"). In
connection with the SIDC Colonial Loan, an Affiliate of Borrower and a
Guarantor, Vacation Break U.S.A., Inc. ("VBUSA"), delivered in favor of Colonial
a limited guaranty of SIDC's payment and performance of the SIDC Colonial Loan
as it relates to Building 9 only ("VBUSA Colonial Guaranty"). A true copy of the
VBUSA Colonial Guaranty is attached as Exhibit "A". Borrower, Lender and the
Guarantors acknowledge the VBUSA Colonial Guaranty, and Lender consents to same
on the terms set forth in Exhibit "A", subject, however, to VBUSA's and the
other Guarantors' Guaranty in favor of Lender.
4. VBSI III APPROVALS. As evidenced by an approval letter dated October
10, 1996, a public offering statement and other Timeshare Documents relating to
VBSI III have been approved by the Division. Building 9 is an Additional Resort
Building as described in Section 4.2 of the Loan Agreement. In addition to all
other conditions to the making of Advances as set forth in any of the Loan
Documents, as a further condition to any Advances in respect of Eligible Escrow
Sales at VBSI III, or Eligible Notes Receivable deriving from sales of Intervals
at VBSI III, Borrower shall have delivered to Lender, and Lender shall have
approved prior to the date of any such Advance, all of the documents or
materials provided for in Section 4.1 and 4.2 of the Loan Agreement as the same
relate to VBSI III, including without limitation, true copies (or originals, as
may be required) of all Timeshare Documents and Operating Contracts (which, as
defined in the Loan Agreement, shall be deemed to pertain to each Resort),
evidence of compliance with the Timeshare Act, the Condominium Act and other
Applicable Laws, and, when issued, all related governmental licenses, permits
and approvals, together with certified surveys, engineering, environmental and
wood-boring insects reports, evidence of insurance, evidence of payment of taxes
and assessments, and all of the other conditions set forth in
3
Sections 4.1, 4.2 and 4.3, and Section 5, of the Loan Agreement shall, with
respect to VBSI III, have been or be performed or complied with to Lender's
satisfaction.
5. CERTAIN DEFINITIONS. In view of the inclusion of VBSI III as an
additional Resort in respect of which Advances under the Loan may be made, from
and after the Amendment Effective Date the following defined terms used herein
or in the Loan Agreement or other Loan Documents shall be amended to have the
following meanings:
(a) "Declaration" or "Declarations" as defined in Section 1.16
of the Loan Agreement (and in other Loan Documents), is amended to refer,
individually and collectively, to the VBSI I Declaration and the VBSI II
Declaration, and the Declaration of Condominium for Vacation Break Resorts at
Star Island III, a Condominium, to be recorded in the Official Records of
Osceola County, Florida, as amended from time to time ("VBSI III Declaration"),
and the other Declarations of Condominium relating to future condominiums
included in the Resort, in each case as recorded or to be recorded in the Public
Records of Osceola County, Florida and in each case as the same may be amended
from time to time.
(b) "Resort" as defined in Section 1.54 of the Loan Agreement
(and in other Loan Documents), is amended to include, as of the original Closing
Date, VBSI I and VBSI II, and as of the Amendment Effective Date, VBSI I, VBSI
II, and VBSI III, consisting of, among other things, all Buildings and
improvements, Condominium Property, Units and Intervals, now existing or
hereafter added or arising, located at Xxx Xxxxxx xx xxx Xxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxx, Xxxxxxx 00000, upon the real property more fully described in
Exhibit "B" (including other property as added to the Resort from time to time,
the "Real Property"), and including all Condominium Property and related or
appurtenant properties, facilities, equipment, appliances, fixtures, easements,
licenses, rights and interests, including access and use rights with respect to
the Recreational and Support Facilities, as established by and more fully
described in the Declarations and the other Timeshare Documents, and as the same
may be amended from time to time.
(c) "Sales Escrow Agreement" as defined in Section 1.55 of the
Loan Agreement (and in other Loan Documents) is amended to refer, individually
and collectively, (i) as to VBSI I and VBSI II, to the Sales Escrow Agreement
dated June 21, 1995 between Borrower and Xxxxxxx & Xxxxxxx, P.A., as "Sales
Escrow Agent", and (ii) as to VBSI III, to the Sales Escrow Agreement dated May
31, 1996 between Borrower and Sales Escrow Agent, and (iii) as to future
condominiums included in the Resort and approved by Lender, additional Sales
Escrow Agreements between Borrower and Sales Escrow Agent as may relate to such
future condominiums.
4
6. LOAN ESTOPPEL. The parties acknowledge and confirm that as a result
of Advances made prior to the Amendment Effective Date, and without giving
effect to any advances that may be made in connection with the closing hereof,
the outstanding principal and interest under the Loan, and the status of the
Available Funding, are as reflected in the Available Funding Report attached
hereto as Schedule 6. In connection with the closing under this Agreement,
Borrower is seeking Advances as reflected in the Certificate and Draw Request,
with accompanying Available Funding Report, delivered in connection with such
requested Advances.
7. CONDITIONS TO AMENDMENT CLOSING. The obligation of Lender to enter
into this Agreement and, in addition to all of the other conditions precedent
set forth in the Loan Agreement or the other Loan Documents, to fund any
Advances in respect of VBSI III, shall be subject to the satisfaction of each of
the following additional conditions precedent:
(a) Lender shall have received from Borrower and the
Guarantors a fully executed original or executed counterpart originals of this
Agreement.
(b) Lender, Borrower, Colonial Bank and SIDC shall have
entered into an Intercreditor and Non-Disturbance Agreement in form and
substance acceptable to Lender ("Intercreditor Agreement"). The Intercreditor
Agreement shall confirm and provide for, among other things, the release of the
mortgage and other security documents and UCC financing statements relating to
the SIDC Colonial Loan (collectively, "Colonial Mortgage"), upon payment of a
per Interval or per Unit "Release Fee" as set forth therein. In addition, the
Intercreditor Agreement will provide Lender with notice of defaults under the
SIDC Colonial Loan, and with an acceptable period of time and means either to
cure SIDC defaults, or, upon such default, to acquire Colonial's rights,
interests and priorities in, to and under the SIDC Colonial Loan, in order to
forestall foreclosure by Colonial and to enable Completion of Construction of
Building 9. If deemed necessary by any party to the Closing Escrow Agreement, or
by Colonial Bank, Borrower, Lender and other parties will also enter into a new
or modified Closing Escrow Agreement to further provide for releases of the
Colonial Mortgage. As to any Advances in respect of VBSI III, Borrower shall
take actions as may be necessary to cause Colonial to execute and deliver, and
cause to be recorded, partial releases of the Colonial Mortgage in connection
with closings of the related Intervals or Units. In addition, SIDC, Borrower and
Lender shall have entered into an Amendment to the Agreement and Consent
delivered at Closing, providing, among other things, that for purposes of the
Agreement and Consent, the Resort consists of VBSI I, VBSI II and VBSI III,
together with future condominiums as may be included by Borrower in the Resort
and approved by Lender.
5
(c) If required by Lender, Lender shall have received from
Xxxxxxxx Xxxxx, Esq., or other counsel reasonably acceptable to Lender, closing
opinions relating to VBSI III in form and substance reasonably acceptable to
Lender.
(d) The representations and warranties contained in the Loan
Agreement and Loan Documents, and in this Agreement, and in the certifications
and closing documents delivered in connection herewith, shall be true and
correct in all material respects, and all covenants and agreements to have been
complied with or performed by Borrower (or Guarantors) shall have been fully
complied with and performed to the satisfaction of Lender.
(e) Lender shall have received a certificate of the secretary
or assistant secretary of the Borrower and the corporate Guarantors certifying
the incumbency of, and verifying the authenticity of the signatures of, the
officers of the Borrower or Guarantor authorized to sign this Agreement and the
other documents, instruments and materials to be executed and delivered in
connection herewith, and Borrower shall deliver to Lender an acceptable
certificate of the secretary of the Borrower and the corporate Guarantors
certifying the adoption by their respective Boards of Directors of resolution
authorizing specified officers of the Borrower or Guarantors to enter and
execute this Agreement and all other documents, certificates and instruments to
be executed and delivered in connection with this Agreement and to consummate
the transactions contemplated hereunder.
(f) Lender shall have received a certificate or certificates
in form and substance satisfactory to it, dated as of the date hereof and signed
by the president or other authorized officer of the Borrower, certifying that
the conditions specified in this Agreement have been fulfilled, and "bringing
down" the representations and warranties contained in the Loan Documents.
(g) Lender shall have received an estoppel in form and
substance reasonably acceptable to it from SIDC addressing the Borrower's status
and good standing under the Purchase Agreement, and confirming that VBSI III is
included as a Resort, including for purposes of the Agreement and Consent
between Lender and SIDC.
(h) Lender shall have received and reasonably approved copies
of the Colonial Mortgage and related loan documents.
(i) All actions taken in connection with the execution or
delivery of this Agreement, and all documents, certificates, instruments and
materials relating hereto, shall be reasonably satisfactory to Lender and its
counsel. Lender and its counsel shall have received
6
copies of such documents and papers as Lender or such counsel may reasonably
request in connection herewith all in form and substance and satisfactory to
Lender and its counsel.
8. GUARANTY. The Guarantors jointly and severally:
(a) have reviewed with counsel of their choice, this
Agreement, the Intercreditor Agreement, the Amendment to the Agreement and
Consent, the Collateral Assignment relating to the initial Advance in respect of
TFC Financed Escrow Sales, and the other Loan Documents, and accept and consent
to the terms thereof and hereof and the transactions provided for therein and
herein;
(b) acknowledge and agree that they each receive material
benefit and valuable consideration as a result of the transactions provided for
herein or contemplated hereunder;
(c) ratify and reaffirm the Guaranty, and all of the terms,
provisions, agreements, conditions, waivers and undertakings contained in the
Guaranty, or any of the Loan Documents (as applicable to the Guarantors), all of
which remain unmodified and in full force and effect;
(d) acknowledge and confirm their joint and several,
continuing obligations under the Guaranty and agreement to be bound by the terms
thereof, and that they have been since March 14, 1996 and remain jointly and
severally liable as principal debtors with respect to the Guaranteed Obligations
as defined and in accordance with the terms of the Guaranty;
(e) acknowledge and agree that the Guaranteed Obligations
encompass and apply to all Advances and the entire Loan, including Advances from
and after the Amendment Effective Date, and expressly including Advances made
pursuant to this Agreement, and to all Obligations, including Obligations
arising pursuant to this Agreement;
(f) are fully aware of the financial and other condition of
the Borrower, the Resort, the Santa Xxxxxxx Project and the Sea Gardens Project,
and each other, and are executing and delivering this Agreement based solely
upon their own independent investigation and not upon any representation or
statement of Lender;
(g) represent and warrant that, as of the date of this
Agreement and after giving effect hereto and to the full potential Obligations
which the Borrower could incur under the Loan Documents, and the full potential
extent of the Guaranteed Obligations, the fair saleable value of each
Guarantor's assets exceeds his, her, its or their respective liabilities, each
7
Guarantor is meeting current liabilities as they mature, each Guarantor has
sufficient capital for his, her, its or their operations in respect of the
Resort and any other business in which he, she, it or they is or are engaging,
and each Guarantor has not incurred debts beyond his, her, its or their ability
to pay same as they mature;
(h) reaffirm, restate and incorporate by this reference all of
the representations, warranties and covenants made in the Guaranty as if the
same were made as of this date; and
(i) acknowledge that their agreements, consents and
acknowledgements contained herein, and the provisions of the Guaranty which are
reaffirmed by all the Guarantors, are a material inducement to Lender to enter
into this Agreement, and that, but for the Guaranty and the Guarantors'
agreements as set forth herein, Lender would decline to enter into this
Agreement.
9. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Borrower, and as
applicable, the Guarantors, hereby reaffirm, restate and incorporate by this
reference all of their respective representations, warranties and covenants made
in the Loan Agreement (including as amended hereby), as if the same were made as
of this date and with reference to the Loan Agreement as amended hereby. In
addition, Borrower and, as applicable, the Guarantors, jointly and severally,
represent, warrant and covenant as follows:
(a) This Agreement has been duly authorized by the Borrower
and is the legal, valid and binding obligation of the Borrower, enforceable
against it in accordance with its terms; and, with respect to Section 8 of this
Agreement and as otherwise applicable with respect to the Guarantors, this
Agreement is the legal, valid and binding obligation of the Guarantors,
enforceable against them, jointly and severally, in accordance with its terms;
(b) The execution, delivery and performance of this Agreement
and the documents, instruments and materials to be delivered in connection
herewith and the transactions contemplated hereby do not and will not result in
any breach of, or constitute a default under, or result in the creation of any
lien, charge or encumbrance upon the Collateral or the Resort (except in favor
of Lender) pursuant to, any provision of law, or any indenture, agreement or
instrument to which the Borrower or the Guarantors is a party or by which the
Borrower or the Guarantors may be bound or affected, including, without
limitation, with respect to the Xxxxxx Loan or the Colonial Bank Loan.
8
(c) Borrower and the Guarantors hereby represent, warrant and
confirm that there are no Defaults or Events of Default pursuant to the Loan
Documents; that Lender has fully performed its obligations under the Loan
Documents, and that neither the Borrower nor the Guarantors have any defenses,
set-offs, claims, counterclaims or recoupments against Lender or with respect to
the Loan.
(d) There has been no material adverse change in the financial
condition of any of the Resort, the Borrower or the Guarantors, respectively,
since the Closing Date.
(e) The collateral security for the Xxxxxx Loan does not and
will not encumber any properties, rights, interests or benefits included among
the Collateral.
(f) The escrow accounts established under the Sales Escrow
Agreements for use in connection with TFC Financed Escrow Sales are, as to VBSI
I and VBSI II, SunTrust Account No. 0417-006224530, and as to VBSI III, SunTrust
Account No. 0417-006232395, each established and maintained at SunTrust Bank,
N.A. in Orlando, Florida (such accounts, respectively, are sometimes called,
individually or collectively, the "TFC Escrow Sales Accounts"). The TFC Escrow
Sales Accounts will be used for Purchaser deposits and payments in escrow in
respect of all TFC Financed Escrow Sales, and such Accounts will not be closed
or changed without the prior written consent of Lender. At Lender's request,
Borrower will provide Lender with evidence reflecting that the records
pertaining to the TFC Escrow Sales Accounts reasonably identify them as relating
to TFC Financed Escrow Sales.
(g) Borrower and the Guarantors hereby reaffirm their
respective obligations, agreements and undertakings as set forth in the Loan
Documents, and acknowledge that the Obligations, or with respect to the
Guarantors, the Guaranteed Obligations def-med in the Guaranty, are the valid,
legally binding and enforceable obligations of the Borrower, and the Guarantors,
respectively.
10. SCRIVENER'S ERRORS. With respect to Eligible Escrow Sales, Section
1.20 (f) of the Loan Agreement refers to ENR criteria set forth in Section 1.20
(c), (d), (k), (p) and (q).
9
The reference to Section 1.20 (c), (d), (k), (p) and (q) is erroneous. The
correct reference is to Section 1.21 (c), (d), (k), (p) and (q); and the Loan
Agreement is amended accordingly. Also, as set forth in Section 2.3 (b) with
respect to amounts paid to Lender at closings of Escrow Sales (or upon
termination of escrow without closing), Section 2.3 (b) (ii) provides that such
payments will be applied by Lender as provided in "subsection (b) below". The
correct reference is to subsection (c) of Section 2.3, and the Loan Agreement is
amended accordingly.
11. MISCELLANEOUS.
(a) This Agreement is entered into for the benefit of the
parties hereto, and is binding on the respective heirs, successors or assigns;
provided that Borrower may not transfer or assign any of its fights or
obligations under this Agreement without the prior written consent of Lender.
(b) This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement shall become effective upon Lender's
receipt of one or more counterparts hereof timely executed by Borrower, the
Guarantors and Lender. This Agreement may not be amended or modified, and no
term or provision hereof may be waived, except by written instrument signed by
the parties hereto. This Agreement shall not be construed more strictly against
one party than against any other party merely by virtue of the fact that this
Agreement may have been physically prep@ by one of the parties, or such party's
counsel, it being agreed that all parties and their respective counsel have
mutually participated in the negotiation and preparation of this Agreement.
(c) This Agreement and all of the transactions hereunder, and
all of the rights of the parties, shall be governed as to validity, construction
and enforcement and in all other respects by the laws of the State of Florida.
(d) Borrower hereby agrees to pay (i) all documentary stamp
taxes, intangibles taxes, or other taxes or charges, including recording
charges, filing fees and search fees, payable in connection with the
transactions provided for herein, (ii) reasonable legal fees and disbursements
incurred by Lender in connection with the preparation, negotiation and closing
under this Agreement, and (iii) any other reasonable fees, costs or expenses
incurred by Lender or otherwise arising in consummating the transactions
contemplated hereby.
10
(e) Section headings have been inserted in this Agreement as a
matter of convenience of reference only; such headings are not part of the
Agreement and shall not be used in the interpretation of this Agreement.
(f) TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, THE BORROWER, THE GUARANTORS AND LENDER HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND OR CLARIFY ANY
RIGHT, POWER REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN,
WHETHER SOUNDING IN TORT OR CONTRACTOR OTHERWISE,OR WITH RESPECT TO ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY; AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A JUDGE AND NOT BEFORE A JURY. THE BORROWER, GUARANTORS AND LENDER
FURTHER WAIVE ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL
CANNOT OR HAS NOT BEEN WAIVED. FURTHER, THE BORROWER AND GUARANTORS HEREBY
CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LENDER, NOR LENDER'S COUNSEL, HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF SUCH
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE
BORROWER AND THE GUARANTORS ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE
A MATERIAL INDUCEMENT TO LENDER'S ACCEPTANCE OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
IN WITNESS WHEREOF, the parties have caused this Agreement and
Amendment to be executed by the respective duly authorized signatories, as of
the date first written above.
BORROWER:
VACATION BREAK RESORTS AT STAR
ISLAND, INC., a Florida corporation
By:_______________________________________
Name:_____________________________________
Title:____________________________________
11
LENDER:
TEXTRON FINANCIAL CORPORATION,
a Delaware corporation
By:_______________________________________
Name:_____________________________________
Title:____________________________________
12
GUARANTORS:
------------------------------------------
XXXXX X. XXXXXX
------------------------------------------
XXXXX X. XXXXXX
VACATION BREAK U.S.A., INC., a
Florida corporation
By:_______________________________________
Name:_____________________________________
Title:____________________________________
ATLANTIC MARKETING REALTY, INC.,
a Florida corporation
By:_______________________________________
Name:_____________________________________
Title:____________________________________
ACKNOWLEDGED AND AGREED TO:
VACATION BREAK RESORTS, INC., a
Florida corporation
By:_______________________________________
Name:_____________________________________
Title:____________________________________
SEA GARDENS BEACH AND TENNIS
RESORT, INC., a Florida corporation
By:_______________________________________
Name:_____________________________________
Title:____________________________________
13
