EFTA00603765.pdf

poet 2089083304 Gales 13 e5/13/2e24 2:59ett MODIFICATION OF MORTGAGE 9tNT Official Reocres of WA-3/ST 30i 01 THIRD MODIITCATION AGRE Er6 S64 174 Fees $4L% This Third Modification Agietnient ("Agreem ent") is entered into as of the 1st December, 2008 ("Effective Date'), by and day of among LIBERTY BANKERS LIFE COMPANY, an Oklahoma life insuranc INSURANCE e company, successor by merger to RESERVE LIFE INSURANCE COMPAN &MERICAY Y, an Oklahoma life insurance company LITTLE HANS LOLLIK HOLDIN ("Lender), GS, LLP, a Delaware limited liability ("Borrower-"), BRUCE RANDOLPH TIZ partnership ES ("Guarantor"), PETER R. MORRIS Guarantor"), PRM DEVELOPMEISI ("Ad ditional LLC, a Delaware limited liability company and ROAR ARCHITECTURE, ("Pledgor1") a British Virgin Islands limited partn and Borrower, Guarantor, Additional Gua erahip ("Pledger 2", rantor, Pledger 1 and Pledgor 2 are colle as "Obligors"). ctivelyreferred to Recitals A. Pursuant to a Promissory Note, dated Sept ember 17, 2004 ("Note"), Lender mad ("Loan') in the principal amount of One Mill e a loan ion Six Hundred Fifty Thousand and No/1 Dollars ($1,650,000.00). 00ths B. The Loan was evidenced by the Note and secured by a (1) Mortgage, executed by Borr for the benefit of Lender, dated September ower 17, 2004, fi led September 17, 2004 Document No. 2004008260 in the Office , recorded as of the Recorder of Deeds for the District Thomas and St. John, United States Virg of St. in Islands ("Mortgage") encumbering prop described on Exhibit "A" attached here erty to; (ii) Loan Agreement, dated September by and between Borrower and Lender 17, 2004, ("Loan Agreement"); and (iii) Profits Part Agreement, dated September 17, 2004, icipation by and between Lender and Borrower ('Pro Participation", and the Note, Mortgage, Loan fits Agreement and Profits Participation and other documents given in connection with any the Loan, including, but not limited to, Modification and Second Modification desc the Pirst ribed below, arc collectively referred "Loan Documents"). to as the C. The Note was modified by a Loan Modifica tion Agreement, entered into as of Septemb 2007 ("First Modification"). er 30, D. The Note was further modified by a Second Loan Modification Agreement, entered into October 31, 2007 ("Second Modification" as of ), which, among other things, increased the amount of the Note to Two Million Three Hun face dred Ten Thousand and No/100ths (S2,310,000.00) and changed the Maturity Dollars Date (as such term is defined in the Note and Loan Documents) to October 31, 2009. other The parties desire to further modify the Loan tt Documents, including, without limitation, Mortgage, as more fully described below. the TIOltD MODIFICATION AGIUTAMVT— Page 1 194071_1 - ARIIC - Hata bulk 1.604 Hon -3Mce - 7122.02 EFTA00603765  Agreements NOW THEREFORE, for and in consideration of Ten and No/100th.s Dollars (310 mutual covenants described below and .00), the other good and valuable consideration, sufficiency of which is hereby acknowle the receipt and dged, the parties agree as follows: 1. As of the Effective Date, the outstanding principal balance of the Note is $2,310,0 the accrued and unpaid interest is $19,891. 00.00 and 67. 2. The Maturity Date as such term is defined in the Note and Loan Documents is chan December I, 2009. ged to 3. The payment terms of the Note are hereby amended to provide that, commencing with December I, 2008 monthly payment, Borr the ower shall only be required to pay fifty (50%) of the interest payment per month percent for a period of twelve (12) months, with such 50% payment due on November I, the last 2009. After November 1, 2009, the interest payments shall resume and continue fully monthly until final maturity. The unpaid filly perc (50%) of each monthly interest payment shal ent l accrue interest at thereto of ten per annum. If the Maturity Date is not exte percent (10%) nded pursuant to the terms oftb is Agreeme the unpaid principal balance of the Note nt, then , together with all accrued and unpaid thereon, unpaid late charges and the Exit inter est Fee (as such term is defined in the Modification) shall be due and payable on Seco nd December 1, 2009. 4. Simultaneously with the execution of this Agreement, Borrower shall pay: (i) all payments to Lender, (ii) all unpaid late char past-due ges to Lender; and (iii) all filing and reco fees, closing costs, title insurance prem rding iums and Lender's legal fees related to Modification Agreement. this Third 5. The Extension of Maturity provisions as set forth in the Loan Agreement Documents, as amended by the Second and Loan Modification, are further amended to prov long as no event of default has occurred ide that, so under any of the Loan Documents, Borr attend the Maturity Date until Dec ower may ember 1, 2010 (the "Extended Maturity Borrower. (a) requests such extension from Date') if Lender in writing at least one hundred (120) days prior to the Maturity Date, twenty (b) tenders with Borrower's request agreement stating, among other things, that a writ ten Borrower agrees to pay to Lender an exte fee in the amount of Seventy-Two nsio n Thousand Six Hundred and No/I 00th ($72,600.00) ("Extension Fee'), which s Dollars Extension Fee shall be added to the princ of the Not; (c) pays all accrued and ipal amount unpaid interest and any other amounts principal and the unpaid 50% monthly inter (other than est amounts accruing interest at the rate per annum pursuant to Section 3, above, of 10% which shall he due and payable on the Maturity Date) due as of the Maturity Extended Date under the Note or any of the othe Documents, (d) pays any and all attorney r Loan 's fees of Lender's counsel, loan filing and recdtding fees, title insuranc servicing fees, e premiums and closing costs incurred with documenting the extension of the Mat in connection urity Date, and (e) executes such docu ments as THIRD MODIFICATION AG/MalENT- Page 2 29407IJ - ARLIC -.Horn -Link Hess - 3Mud2 - 7122.62 EFTA00603766  Lender may reasonably request in order to evid ence the extension of the Maturity Date and the continued effectiveness of all of the Loan Documents. 6. The Note and other Loan Documents will be additionally secured by property own Reardon Capital, LLC, a U. S. Virgin Islands ed by limited liability company ("Estate Peterbor Parcel Owner"), described on Exhibit "B" g attached hereto ("Estate Peterborg Forcer). execution of this Agreement, Obligors and By Estate Peterborg Parcel Owner agree to exec any and all documents that may be required ute by Lender in order to perfect Lender's first on and security interest in and to the Esta lien te Peterborg Parcel. Said document shall but not be limited to, a grant by Estate Pcterbor include, g Parcel Owner of a Mortgage to Lender on the Estate Peterborg Parcel. 7. Limited Guaranty: Simultaneously with the execution of this Agreement, Addition Guarantor hereby covenants and agrees to exec al ute a Limited Guaranty, acceptable to Lend in form and substance, solely to secure paym er ent of the unpaid 50% monthly interest accruing interest at the rate of l0% per annu aznotints m pursuant to Section 3, above. 8. Title Insurance: Simultaneously with the execution of this Agreement, Borrower shall Lawyers Title Insurance Corporation to cause issue to Lender either (1) a Loan Policy Insurance, insuring the lien of Mortgag of Title e which secures the Loan as amended Agreement (including, but not limited to, by this the addition of the Estate Peterborg Parc additional collateral), or (ii) endorsements el as to Loan Policy No. G47-2523954, issue Lawyers Title Insurance Corporation and d by reflecting that the terms contained in Agreement (including, but not limited this to, the addition of the Estate Peterborg Parc not constitute a defense to such loan polic el) shall y, as well as such other endorsements may request. The terms and provision as Lender s of such Loan Policy of Title Insuranc endorsements thereto, including, but not e, or limited to, the title exceptions thereto, shal satisfactory to Lender. All costs and expe t' be nses relating to the issuance of such loan endorsements shall be borne by Borrowe policy or r. 9. This Agreement shall be deemed to have been executed and shall be performed of Texas, and this Agreement and the Loan in the State Documents shall be governed by its laws to the extent the laws of the State or U. S. except Territory in which the collateral granted unde Loan Documents ("Collateral") are located r the affect enforceability of the liens granted Loan Domments. Borrower irrevocab in the ly agrees that subject to Lender's sole and election, Lender may bring suit, action, or absolute other legal proceedings arising out of Documents in courts located in Texas or the Loan the State or U. S. Territory in which the are located, whether local, state, or fede Collateral ral. Borrower hereby submits to the juris such court(s) and waives any right Borr diction of ower may have to request a change of removal to another court. venu e or a 10. Earth Obligor hereby represents and warrants that there are no offsets, claims, countercl or defenses which such Obligor has aims against payment and enforcement Documents, as modified herein. of the Loan THIRD MODIFICATION AGRELIKEN T - Pan 3 294071_1 - ARLIC - Hens Lollick - Little Haas - 320.06:2 - 7122.62 EFTA00603767  Except as expressly modified and extended hereby, all terms and provisions of the Loan Documents are and shall remain unchanged, and the Loan Docum ents are hereby ratified and confirmed and shall be and shall remain in full force and effect. 12. Borrower hereby agrees and acknowledges that it is well, justly and truly indebted to Lender pursuant to the terms of the Loan Documents, as modified and extended hereby. Borrower hereby promises to pay to Lender or its order the Note in accord ance with the kilns thereof, as modified and extended hereby, and Obligors hereby agree to observe, comply with and perform all other obligations, terms and conditions under or in connection with the other Loan Documents, all as modified and extended hereby. 13. Obligors hereby acknowledge and agree that the liens and securi ty interests of the Loan Documents, all as modified and extended hereby, are valid and subsisting liens and security interests, subject only to the exceptions set forth therein. Nothi ng contained herein shall affect or impair the validity or priority of the liens and securi ty interests under any or all of the Loan Documents. 14. Any reference to the Note or any of the other Loan Documents shall mean the Note and the other Loan Documents as singularly and collectively modified and extended hereby. 15. Borrower hereby expressly acknowledges that Borrower remain s one hundred percent (100%) liable for al; of the indebtedness evidenced by the Note and that nothing contained herein shall be construed to amend or waive Borrower's full person al liability wider the Note or any of the other Loan Documents. 16. Each Obligor, by its execution of this Agreement, hereby waive s any Claims (hereinafter defined), set-offs, defenses or other causes o f action (whether known or unknown) which, as of the date hereof, limey have against Lender arising out of the Note and/or any or &loftily other Loan Documents or otherwise As used in this Agreement, the term "Claims" means any and all claims now existing or hereafter arising which could, might, or maybe claimed to exist of whatever kind or name, whether known or unknown. 17. Borrower hereby agrees to pay to Lender, upon demand, title charges and other reasonable expenses incurred by Lender in connection with this Agreement. Simultaneously with the PX ecntion of this Agreement, Borrower shall pay Lender's legal fees. Borrower also agrees to provide to Lender such other documents and instruments as Lender reasonably may request in connection with the modification effected hereby. 18. The panics hereby shall execute such other documents to be filed for record as reasonably may be necessary or may be required to effect the transactions contemplated hereby and to protect the liens and security interest of the Loan Documents, 19. Notwithstanding anything to the contrary in this Agreement or in any or all of the Loan Documents, whether now existing or hereafter arising and whether written or oral, it is agreed that the aggregate ofall interest and other charges consti tuting interest and contracted TIDED MODIFICATION AGREEMENT- Pap 4 294011_1 - ARI-1C - Hine Loll rcic - Lade Mica - 3Mod2-7122. S2 EFTA00603768  for, chargeable or receivable under the Note or otherwise in conne ction thereof shall, under no circumstances, shall exceed the maximum rate of interest permitted by applicable law. In the event the maturity of the Note is accelerated by reason of an election by the holder thereof resulting from a default under the Loan Documents, or by voluntary prepayment by the maker, or otherwise, then earned interest never may include more than the maximum rate of interest permitted by applicable law. If for any circumstance any holder of the Note ever shall receive interest or any other charges constituting interest, or adjudicated as constituting interest, the amount, if any, which would exceed the maximum rate of interest permitted by applicable law shall be applied to the reduction of the principal amount owing on the Note or on account of any other principal indebtedness of the maker to the holder of the Note, and not to the payment of interest, or if such excessive interes t exceeds the unpaid balance of principal thereof and such other indebtedness, the amount of such excessive interest that exceeds the unpaid balance of principal thereof and such other indebtedness shall be refunded to the maker. All sums paid or agreed to be paid to the holder of the Note for the use, forbearance or detention of the indebtedness of the maker to the holder of such Note shall be amortized, prorated, allocated and spread throug hout the full tern of such indebtedness until payment in full so that the actual rate on such indebtedness is uniform through the term thereof. 20. Guarantor hereby approves and accepts the changes made to the Note and the other Loan Documents pursuant to this Agreement and hereby agrees that the changes and modifications made thereby shall have no effect on its obligations under the Guaranty and shall remain, in full force and effect, unchanged by this Agreement 21. This Agreement shall be binding upon, and shall inure to the benefit of, the parries' respeetiVe heirs, representatives, successors and assigns. 22. This Agreement tepresents the final agreement between the parties herein and may not be contradicted by evidence of prior, contemporaneous, or subseq uent oral agreements of the parties. There are no unwritten oral agreements between the parties. [Signature paget to follow] THAD MODIFICATION AGREEMENT— 2504071_1 — ARLIC — Hues 1.4:1lick — 496 Ho- PRP, 3 3MOtt2 - 7122.62 EFTA00603769  IN WITNESS WHEREOF, the undersigned have executed this Agree ment in one or more counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument, as of the day first above written. BORROWER: LITTLE BANS LOLLIK HOLDINGS, LLP, a Delaware limited liability partnership By: Roark Architecture, a British Virgin 'shut imited partnership, Managing Partner By: izes, General Partner STATE OF _air— , COUNTY OP 4,,,a4--/ This instrument was acknowledged before me on thi day of 200_2, by BRUCE R. TIZES, General Partner of Roark Architecture, a BritishVirgin Islands limited partnership, Managing Partner of LITTLE HANS LOLLIK HOLDINGS, LLP, a Delaware limited liability partnership, on behalf of said partnership. 'OFFICIAL SEAL' DEMERENTE KEE NOTARYPUBLIC. t."iE OF ILLINOIS MY COMMISSICw EXP.RES 11-19- M9 71/IRD MODIFICATION AGREEMEN1 - ?us4 294071_I - ARLIC - Hans Lane H ins 3410.12 - 7 122 62 EFTA00603770  GUARANTOR: ____BRUGFritil14 / 1PFOLPH TIZES WITNE 7 STATE OF _Aga,' COUNTY OF Se' Before me, the undersigned authority, on this day personally appeared BRUCE RAN1)OLPH ITZLS, known to me to be the person whose signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed. Given under my hand and seal of office on thise day o 2001 No Public, State of Or. Art al: DEMEFF7TE KEE /16-NOTARY PURI :C :CATE of MY COMWS310:c EVIRES ILLINOIS 11-19-2009 111IRD MOMINGATION AGREEMENT- Pop 7 294071_1 - ARLE Hera Lotbck - time Hm - 7%1.AZ - 7122 62 EFTA00603771  ADDITIONAL GUARANTOR: STATE OF ufk---49 COUNTY OF St" Before me, the undersigned authority, on this day personally appeared PETER R. MORRIS, known to me to be the person whose signed the foregoing instnn nent, acd acknowledged to me that he executed the instrument for the purposes therein expres sed. Given under my hand and seal of office on thisfidday of 200Z. Public, State of __,1,1,44.022e:c ' SEAL' DEMERT77E KEE NOTARY PUECC: STATE OF !LIMOS W CO1.*AtS,SC ES.RES 11-19-2009 THIRD MODIFICATION AGREEMENT- Page 3 254071, - ARUC - Haas Lollkk Hass - 3M042 1122.62 EFTA00603772  PLEDCOR 1: PRM DEVELOPMENT, LLC, a Delaware limited liability company By: PRM ManastSCntof/Ellinois, Inc., an lllinoi'corooreti6n, Manager By: "Mal President ZEIX Peter R. Morris WITH' STATE OF SL14,0 COUNTY OF This instrument was acknowledged before me on this frida Norris SOI3BR0RWx HARR Presid y od:e4_, 200 by Peter R. IS ent of PRM Management of Illinois, Inc., an Illinois corporation, Manager of PRM DEVELOPMENT, LW, a Delaware limited the liabilitycompany, on behalf of said company. o €3/ Public, State of S ia c2L, FICLAL DEMERFrIE KEE NOTARY PUgi.AG.1;‘. Alt OF IWNOIS MY commisscv WAS 11-19..2009 THIRD MODIFICATION AGRELMENT - Pay 9 ;94071_1 - ARIJC - Hsu Lazdt - tittle Hint -31,40d2 -112262 EFTA00603773  PLEDGOR 2: ROARK ARCHITECTURE..., a British Virgin Islands limited partnership By: § COUNTY OF e92%-de § This instrument was acknowledged before me on thi Cday o BRUCE R. TIZES, General Partner of ROARK ARCHITEC , 200f, by TURE, L.P., a ritish Virgin Islands limited partnership, on behalf of said partnership. Not y Public, State of ___Vatrib--; F L SEAL DEMERFT7F KEE NOTARY Pueuc 87 Ali OF tlLNpig COMMISS!CN EXP;n_s -4)-2009 1TORD mODWICAT7c7N AGREE-61RA r - Page ID 294071_1 - ARUC - Hard toake - Lido HIMS - 36.1012 7122.62 EFTA00603774  LENDER: LIBERTY BANKERS LIFE INSURANCE COMPANY, an Oklahoma life insurance company, successor by merger to AMERICAN RESERVE LIFE INSURANCE COMPANY, an Oklahoma life insurance company Bradford A. Philli 0/President STATE OF T COUNTY OF DALLAS This instrument was acknowledged before me on this. o ,- NO by Bradford A. Phillips, CEO/President ofLIBERTY BANKERS LIFE INS CE COMP ANY, an Oklahoma life insurance company, successor by merger to AMER ICAN RESERVE LIVE INSURANCE COMPANY, an Oklahoma life insurance on behalf f said any. , MODIFICATION ACRRflW(r - Pip 11 1_I -ARLIC -Haat LAMA - Hos -DAMN - 7122.61 EFTA00603775  ESTATE PETERBORG PARCEL OWNER: REARDEN CAPITAL, LLC, a U. S. Virgin Islands limited liability company By: —47 izes, Managing Member ES• Dec! 2009003 304 I Pates_g. 85/13Ras 2:59911 Official. Records cf ST TIORS/ST 30104 M O 0. WM slim REttegt CF Fees S4$.5. STATE OF 44944.0 COUNTY OF SI - This instrument was acknowledged before me on thissfArfiday of 201, by BRUCE TILES, Managing Member of REARDEN CAPITAL, LLC, a U. S. trgin Islands limited liability company, on behalf of said company. e "-Aft• e • iyPublic, State of dee-4 'OFFICIAL SEAL' DEMEFFITE KEE NOTARY FURLI:. 27 4-7TE OF ;WNW AfYCC E:eiRES 11-19-2009 THIRD MODIFICATION AGRXEMERT • Paws 12 294071_1 - ARLIC - Harm Ldlick - Hans - 394902 - 7122.62 EFTA00603776  45/13/31,9 2:59PT! Official Records of ST THOPlitSiST TO4i lat il 0. BIKT sn? TM RECORDER OF SEEDS EXHIBIT "A" Little Hans Lollik Island No. 10 Great Northsidc Quarter St. Thomas, U. S. Virgin Islands VBEE886002 Na00 THIRD MODIFICATION ACIUNIMENT - Pep 13 294071..1 - ARLIC -Hsu Lank* - Lick Him - 7122,Q EFTA00603777  95/13/2169 E:5911 Official Records of ST 1140MWST Jam EXHIBIT "B" gumORN0.S wer SriIVO iM OF OLIDS Parcel No. 11-59 Estate Petcrborg No. 12 Great Northside Quarter Et. Thomas, Virgin Islands As shown on PWI) No. A9-370-T89 0 a ra Cu (.4 ODIFICATION AGREENIn'T - Pagte 14 294071_1 - ARUC - thick - Uttle fern - 34.40422 - 712202 EFTA00603778